News & Analysis as of

Appraisal Section 262

Troutman Pepper

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

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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

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

Troutman Pepper

Appraisal Waivers Are Enforceable Under Delaware Law

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On September 13, the Delaware Supreme Court issued a decision in Manti Holdings LLC v. Authentix Acquisition Co., confirming the enforceability of appraisal waivers by private contract so long as the stockholders agreeing to...more

K&L Gates LLP

In a Section 262 Appraisal Rights Proceeding, Chancery Court Accepts a Modified Version of Petitioners' Valuation of a Merging...

K&L Gates LLP on

In Manichaean Capital, LLC, et al. v. SourceHOV Holdings, Inc., C.A. No. 2017-0673-JRS (Del. Ch. January 30, 2019), certain minority stockholders of a merging company filed a petition with the Delaware Court of Chancery (the...more

White and Williams LLP

Delaware Enforces Common Stockholder Contractual Waiver of Appraisal Rights

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The Delaware Court of Chancery in Manti Holdings LLC v. Authentix Acquisition Company recently confirmed that a stockholder agreement may contractually restrict the exercise of statutory appraisal rights. Although the court...more

Morris James LLP

Court Of Chancery Holds That Dr. Pepper And Keurig Reverse Triangular Merger Does Not Trigger Appraisal Rights

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City Of North Miami Beach General Employees’ Retirement Plan v. Dr. Pepper Snapple Group Inc., C.A. No. 2018-0227-AGB (Del. Ch. June 1, 2018) - In a reverse triangular merger, a parent company uses a subsidiary to acquire...more

Goodwin

Delaware Supreme Court Clarifies The Role Of Deal Price In Appraisal Proceedings

Goodwin on

In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more

Morris James LLP

Court Relies on DCF Valuation to Appraise Private Company

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In an appraisal proceeding under Section 262 of the Delaware General Corporation Law, the Delaware Court of Chancery determines the "fair value" of a company's "shares exclusive of any element arising from the accomplishment...more

Cooley LLP

Blog: Dell Decision and Recent Amendments to Delaware’s Appraisal Statute

Cooley LLP on

Section 262 of the DGCL provides a statutory remedy for stockholders who do not vote in favor of certain M&A transactions (generally cash mergers) to petition the corporation to buy their stock at a price equivalent to the...more

Saul Ewing LLP

Delaware Enacts Annual Update to Its Corporate Statutes

Saul Ewing LLP on

With the legislative session drawing to a close, Delaware Governor Jack Markell has signed into law the annual amendments to the General Corporation Law and the Alternative Entity Statutes. In addition to more technical...more

Morris James LLP

Appraisal Claims Dismissed Due to Custodial Banks' Technical Acts

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Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more

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