News & Analysis as of

Mergers Shareholders Appraisal

Hogan Lovells

Ramcell, Inc. v. Alltel: DE Court averages valuation models to arrive at fair market value of shares

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In Ramcell, Inc. v. Alltel Corp., C.A. No. 2019-0601-PAF (Del. Ch. July 1, 2022), the Court of Chancery reviewed a 2019 short-form merger between Alltel Corporation (Alltel) and Jackson Cellular Telephone Co. (Jackson), that...more

Morris James LLP

Delaware Supreme Court Explains Appraisal Rights and Finds Disclosure Violation Relating to Pre-Closing Dividend Contingent on a...

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In re GGP, Inc. Stockholder Litig., C.A. No. 2018-0267 (Del. July 19, 2022) - Here, the defendants organized a merger so that a large majority of the total value of the merger would be granted as a pre-closing dividend to...more

Morris James LLP

Delaware Supreme Court Upholds Contractual Waiver of Statutory Appraisal Rights

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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

Morris James LLP

Superior Court CCLD Dismisses Complaint Seeking Insurance Coverage for Appraisal Proceeding

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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

Dorsey & Whitney LLP

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

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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

Morris James LLP

Chancery Values Non-Public Company with No Reliable Market-Based Data Using Discounted Cash Flow Analysis

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Kruse v. Synapse Wireless, Inc., C.A. No. 12392-VCS (Del. Ch. July 14, 2020) - This case illustrates how appraisal works outside of the public market context when a lack of data hinders a reliable valuation. Here,...more

K&L Gates LLP

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

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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

Morris James LLP

Chancery Court Confirms a Stockholder May Contractually Waive Appraisal Rights

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Manti Holdings, LLC v. Authentix Acquisition Co., Inc., C.A. No. 2017-0887 SG (Del. Ch. Aug 14, 2019). In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Court of Chancery held that a contract provision...more

Fox Rothschild LLP

When It’s Time For A Second Opinion

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N.C. Business Court Addresses the Scope of a Judicial Appraisal Proceeding- In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd. et al., 2019 NCBC 35 (N.C. Super. Ct. June 4, 2019), the Business Court...more

Morris James LLP

Chancery Determines Appraisal “Fair Value” Below Merger Consideration, Questions Judicial Notice of Valuation Scholarship

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In re Appraisal of Jarden Corp., Consol. C.A. No. 12456-VCS (Del. Ch. July 19, 2019). This decision presents another cautionary tale for stockholders of a target public company who consider seeking statutory appraisal...more

K&L Gates LLP

Shareholder “Appraisal” Action Can Trigger D&O Insurance Coverage, According to Delaware Court

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In a significant ruling of first impression, Solera Holdings, Inc. v. XL Specialty Insurance Co. (“Solera”), the Delaware Superior Court recently held that a corporation might find coverage in its directors and officers...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

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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

Morris James LLP

Chancery Declines to Award Fees to Stockholders Who Opposed “Corporate Benefit”

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Almond v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. Apr. 10, 2019). Under the “corporate benefit doctrine,” litigants whose efforts result in a substantial benefit to a Delaware corporation or its stockholders...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

Morris James LLP

Are Post-Merger Facts Ever Relevant?

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Appraisal litigation is unique under Delaware law. In almost every instance you can think of, once an event provides a right to recover damages (such as a fire caused by negligence), what happens later is relevant to...more

Morris James LLP

Chancery Rejects Merger Price as Indicator of Fair Value in Appraisal Based on Flaws in Sales Process

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The Virginia General Assembly recently enacted legislation to expand access to virtual-only meetings of corporations. Effective July 1, 2018, Virginia nonstock corporations have the option to hold their meetings of members...more

Farrell Fritz, P.C.

Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2

Farrell Fritz, P.C. on

...So you, or your client, have found yourself in an appraisal proceeding. The question then becomes: What are the legal rules, principles, and standards that apply in the valuation proceeding itself? That is the subject of...more

Morris James LLP

So You Think You Know Delaware Law?

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We all sometimes believe we know more than what we really do understand. Despite scholarly warnings about that tendency, it continues to mislead us. Now that same error is threatening the legal profession. Originally...more

Morris James LLP

Court of Chancery Explains When Market and Deal Price Are Not Fair Value In Appraisals

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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

Farrell Fritz, P.C.

Basics Of Valuation Proceedings – Litigating An Appraisal From Start To Finish – Part 1

Farrell Fritz, P.C. on

Last month, seasoned business appraiser Andy Ross of Getty Marcus CPA, P.C., and I made a presentation at the Nassau County Bar Association about appraisal proceedings in business divorce cases. With the subject of business...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

Fox Rothschild LLP

Chancery Denies Reargument Of Aruba Appraisal Decision

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On May 21, 2018, the Delaware Court of Chancery denied Petitioners’ motion for reargument in the Aruba Networks appraisal litigation, styled as Verition Partners Master Fund Ltd. v. Aruba Networks Inc., C.A. No. 11448-VCL...more

Skadden, Arps, Slate, Meagher & Flom LLP

M&A Litigation Developments: Where Do We Go From Here?

Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more

White and Williams LLP

Delaware Supreme Court Continues Recent Spate of Decisions Appraising Fair Value of a Company’s Stock Below Deal Price

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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

Morris James LLP

Case Spotlight: In Re ExamWorks Group, Inc. Stockholder Appraisal Litig.

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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

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