News & Analysis as of

Appraisal Rights

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2022 DGCL Amendments Include Significant Changes Addressing Exculpation of Officers, Appraisal Rights and...

On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize...more

Troutman Pepper

Upshots of Del. Holding on Appraisal Rights Waivers in M&A

Troutman Pepper on

In what represents a victory for private equity and venture capital investors, on Sept. 13, the Delaware Supreme Court issued a decision in Manti Holdings LLC v. Authentix Acquisition Co., confirming the enforceability of...more

White & Case LLP

JFTC and METI Proposes Guidelines for Business Collaboration with Startups and Investment in Startups

White & Case LLP on

On December 23, 2021, the Japan Fair Trade Commission ("JFTC") and Ministry of Economy, Trade and Industry ("METI") proposed a draft of Guidelines for Business Collaboration with Startups and Investment in Startups...more

Smith Anderson

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First...

Smith Anderson on

In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2021

This issue covers important, developing areas of Delaware corporation law and deal litigation, including the evolving law on attorney-client privilege for emails on noncompany servers, recent Chancery Court Caremark decisions...more

Skadden, Arps, Slate, Meagher & Flom LLP

Waiver of Appraisal Rights Upheld by Split Delaware Supreme Court

In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Delaware Supreme Court affirmed the Court of Chancery’s decision to enforce a waiver of appraisal rights included in a stockholders agreement executed by...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2021

This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021. Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more

Mintz Edge

Delaware Supreme Court Upholds Advance Waiver Of Statutory Appraisal Rights

Mintz Edge on

The Delaware Supreme Court recently decided that an agreement (sometimes referred to as a “drag along”) to waive prospectively statutory appraisal rights is fully enforceable against the common stockholders who made such...more

Morris James LLP

Delaware Supreme Court Upholds Contractual Waiver of Statutory Appraisal Rights

Morris James LLP on

Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) - This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more

Hogan Lovells

Manti Holdings: Delaware Supreme Court permits advance waiver of appraisal rights Quarterly Corporate / M&A Decisions update...

Hogan Lovells on

In Manti Holdings, the Delaware Supreme Court affirmed a decision that a corporation can enforce an advance waiver of appraisal rights against its stockholders. In a stockholders agreement, the petitioners agreed to “refrain...more

Butler Weihmuller Katz Craig LLP

The Continued Question Of Disinterested Appraisers For Florida Appraisals

In most circumstances involving an insurer’s extension of coverage for a property loss, an appraisal provision in an insurance policy provides an insured and an insurer a mechanism by which to resolve disagreements regarding...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Affirms the Use of Stockholders Agreements to Waive Appraisal Rights

In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021), the Delaware Supreme Court issued an important opinion affirming the use of stockholders agreements by and among...more

Morris James LLP

Superior Court CCLD Dismisses Complaint Seeking Insurance Coverage for Appraisal Proceeding

Morris James LLP on

Jarden, LLC v. ACE Am. Ins. Co., C.A. No. N20C-03-112 AML CCLD (Del. Super. July 30, 2021) - Director and corporate liability insurance coverage is determined by the specific language of the insurance policies. Last year,...more

Goodwin

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice

Goodwin on

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice; Delaware Supreme Court Upholds Chancery Court Ruling That Stockholder Appraisal Rights Can Be Waived by Contract;...more

McGuireWoods LLP

Delaware Supreme Court Upholds Enforceability of Appraisal Rights Waiver

McGuireWoods LLP on

In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., decided Sept. 13, 2021, the Delaware Supreme Court upheld a lower court ruling that common stockholders’ statutory right to a court determination of the fair value of...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Enforces Waiver of Statutory Appraisal Rights

Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more

Dechert LLP

Once a Shareholder, Always a Shareholder: Subordination of Appraisal Rights under Section 510(b)

Dechert LLP on

Should a claim for appraisal rights brought by a former shareholder of a Chapter 11 debtor be subordinated under Section 510(b) of the Bankruptcy Code? According to the Bankruptcy Court for the District of Delaware, the...more

Cooley LLP

Blog - Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to...

Cooley LLP on

In a string of seminal decisions from 2017 through 2019 (DFC Global, Dell and Aruba), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give...more

Stinson - Corporate & Securities Law Blog

Pre-Closing Dividend Did Not Violate Appraisal Rights Statute

In Re GGP, Inc. Stockholder Litigation arose out of a case where Brookfield Property Partners, L.P. and its affiliates acquired GGP.  The merger agreement provided upon approval of a majority of the GGP stock unaffiliated...more

Hogan Lovells

Litigation developments: fundamental shareholder rights.

Hogan Lovells on

In this podcast episode, New York Hogan Lovells partner Ryan Philp and senior associate Allison Wuertz discuss litigation developments affecting fundamental shareholder rights, including Section 220 books and records demands,...more

Dorsey & Whitney LLP

Mergers Involving Delaware LLCs Don’t Trigger Appraisal Rights - Except When They Do

Dorsey & Whitney LLP on

When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent...more

Farrell Fritz, P.C.

Groundbreaking Appellate Ruling Boosts LLC Cash-Out Mergers

Farrell Fritz, P.C. on

For law bloggers, if there’s one thing more satisfying than writing about an important new court decision, it’s writing about an important new court decision that you won for your client....more

Burr & Forman

Florida’s Second District Court of Appeals Adopts a Dual-Track Approach For the Appraisal of Property Insurance Claims

Burr & Forman on

When an owner seeks the appraisal of a property insurance claim, insurers commonly object by demanding that the trial court must first rule on defenses to coverage before allowing appraisal panel to value the total claim...more

Rumberger | Kirk

Florida’s 3rd DCA Analyzes Whether a Public Adjuster Who Receives Contingency Fee can Act as a “Disinterested” Appraiser

Rumberger | Kirk on

Is it possible for a public adjuster to be considered disinterested in the outcome of a case, yet get paid based on the outcome of that same case? Florida’s Third District Court of Appeal says yes, for now! ...more

Morris James LLP

High Court Affirms Deal Price Was Reliable Indicator of Fair Value Despite Flawed Process

Morris James LLP on

Brigade Leveraged Capital Structures Fund Ltd. v. Stillwater Mining Co., C.A. No. 427, 2019 (Del. Oct. 12, 2020) - This case illustrates that, notwithstanding a flawed process for the sale of a company, the deal price may...more

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