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Board of Directors Appraisal

BCLP

Delaware Corporate Law Developments: What You Need to Know for 2023

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Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more

Allen Matkins

What Happens When A Board Fails To Determine The Fair Value Of The Consideration For Shares?

Allen Matkins on

California Corporations Code Section 409(e) imposes a duty on the board of directors to determine "the fair value to the corporation in monetary terms of any consideration other than money for which shares are issued". Does a...more

Pillsbury - Policyholder Pulse blog

Delaware Court Adopts Pillsbury’s Theories on Novel D&O Insurance Issues (Part 2)

Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Litigation Developments Impacting Financial Advisors

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...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 Interprets Dell In An Appraisal Case

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In RE Appraisal Of AOL Inc., C.A. 11204-VCG (February 23, 2018) - This is an important case for its comments on the Dell decision of the Delaware Supreme Court. The Court declined to use the deal price as evidence of the...more

Wilson Sonsini Goodrich & Rosati

2017 Delaware Corporate Law and Litigation Year In Review

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

Saul Ewing LLP

Two Delaware Decisions Make Statutory Appraisal a Less Attractive Remedy

Saul Ewing LLP on

During the past several weeks, the Delaware Supreme Court and the Delaware Court of Chancery have issued two opinions, ACP Master, Ltd. v. Clearwire Corporation and DFC Global Corporation v. Muirfield Value Partners, L.P.,...more

McCarter & English, LLP

Delaware Law Updates - 2016 Year in Review

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding

In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more

Morris James LLP

Court Of Chancery Resolves Appraisal Voting Requirement

Morris James LLP on

It is well understood that to be entitled to the appraisal of your stock you need to not vote for the merger. However, in the complex world of how shares are held by beneficiaries and depositories, it is easy to overlook the...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Cooley LLP

M&A Team News - April 2015

Cooley LLP on

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

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