Discrimination and Bias in Residential Lending
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
What is an Appraisal?
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Episode 1: Chris Mercer Interview on Marketability Discount: Part 1
Episode 2: Chris Mercer Interview on Marketability Discount: Part 2
Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom
Gurney’s Inn is an iconic oceanside resort located in Montauk, New York, on the eastern tip of Long Island’s South Fork affectionately known as “The End.”...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 Recent research (unpublished) suggests it does.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
The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
On September 7, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion to exclude certain documents relating to Jarden Corporation’s (“Jarden”) post-signing financial performance offered...more
Blueblade Capital Opportunities LLC v. Norcraft Cos. Inc., C.A. No. 11184-VCS (Del. Ch. July 27, 2018) - This is an important appraisal decision because it examines, post-Dell and DFC, when the market price and deal price...more
Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018) - This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator. ...more
This opinion arises out of the appraisal proceeding relating to Hewlett-Packard’s purchase of Aruba Networks. The case led to two notable opinions, so far. The first notable opinion was the Court’s original post-trial...more
Delaware litigation seeking statutory appraisal of a target company’s value for purposes of determining the fair value of dissenting stockholders’ shares has virtually become the norm following a merger transaction. Such...more
Case Spotlight: In Re ExamWorks Group, Inc. Stockholder Appraisal Litig., 2018 WL 1008439 (Del. Ch. Feb. 21, 2018) (Laster, V.C.) - ExamWorks Group, Inc. (the “Company”) is a Delaware corporation with its principal place...more
Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) - This appraisal case adopts the target’s market price as its fair value....more
In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more
In Dell Inc. v. Magnetar Global Event Driven Master Fund, Ltd., the Delaware Supreme Court reversed the Court of Chancery’s determination in an appraisal proceeding relating to the 2013 management-led buyout of Dell Inc....more
Seyfarth Synopsis: The Delaware Supreme Court issued its much-anticipated unanimous decision last Thursday in the “long-running appraisal saga” that took place following the 2013 management-led buyout of Dell. In reversing...more
On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...more
Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more
On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more
On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more
In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more
I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more
Merrill Lynch has already staked out the position in response to the DOL’s retirement account fiduciary duty rule that it would no longer offer commission-based IRAs to retirement savers. Yesterday, it effectively doubled...more
Plaintiffs’ attorneys in representative litigation may obtain awards of fees and expenses when their efforts prove successful and provide benefits to the represented class. This decision explains how the Court of Chancery...more
This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more
Our 2016 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions; updates on takeover defenses and public company...more
In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more