Litigation developments: fundamental shareholder rights.
Episode 10: The Marketability Discount Revisited: Interview with Greg Barber
For years, Delaware has been the default domicile for growing late-stage companies (and most companies generally, for that matter). For the reasons detailed in these CapitalXchange posts from June 2025 and September 2025,...more
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
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more
In a recent opinion, the Delaware Court of Chancery, for the first time, held that contractual provisions in stockholder agreements barring common stockholders from exercising their statutory appraisal rights are enforceable...more