News & Analysis as of

Shareholder Litigation Appraisal Rights

Foley Hoag LLP

Massachusetts Business Litigation Session Decides Issues of First Impression in Appraisal Rights Action

Foley Hoag LLP on

The Court held that a modification of an existing stock restriction that has a material adverse effect on a shareholder’s ability to transfer their shares automatically triggers the shareholder’s appraisal rights and ability...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds Novel Pre-Closing Dividend Transaction Structure Does Not Thwart Appraisal Remedy

In In re GGP Stockholder Litigation, 2022 WL 2815820 (Del. July 19, 2022), an M&A transaction split the merger consideration into two parts: an oversized pre-closing dividend totaling over $9 billion, followed by a nominal...more

A&O Shearman

Delaware Supreme Court Reverses Dismissal Of A Post-Merger Suit For Alleged Breach Of Fiduciary Duty Related To Disclosures On...

A&O Shearman on

On July 19, 2022, in an opinion authored by Justice Gary F. Traynor, a majority of the Supreme Court of Delaware sitting en banc affirmed in part and reversed in part the dismissal of breach of fiduciary duty claims against...more

Skadden, Arps, Slate, Meagher & Flom LLP

Gad-Zoox: Stockholders Obtain Books and Records Through Statutory Appraisal Proceeding, and Other Section 220 Developments

As discussed in prior issues, Delaware courts have recently refined and limited defenses to Section 220 books and records actions. No longer does a stockholder need to specify the ends to which it might use the books and...more

Smith Anderson

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First...

Smith Anderson on

In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2021

This quarter’s issue includes summaries and associated court opinions of selected cases decided in August and September 2021. Appraisal Rights - Delaware Supreme Court Enforces Sophisticated Investors’ Waiver of Appraisal...more

Hogan Lovells

Manti Holdings: Delaware Supreme Court permits advance waiver of appraisal rights Quarterly Corporate / M&A Decisions update...

Hogan Lovells on

In Manti Holdings, the Delaware Supreme Court affirmed a decision that a corporation can enforce an advance waiver of appraisal rights against its stockholders. In a stockholders agreement, the petitioners agreed to “refrain...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

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Enforces Waiver of Statutory Appraisal Rights

Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more

Stinson - Corporate & Securities Law Blog

Pre-Closing Dividend Did Not Violate Appraisal Rights Statute

In Re GGP, Inc. Stockholder Litigation arose out of a case where Brookfield Property Partners, L.P. and its affiliates acquired GGP.  The merger agreement provided upon approval of a majority of the GGP stock unaffiliated...more

Hogan Lovells

Litigation developments: fundamental shareholder rights.

Hogan Lovells on

In this podcast episode, New York Hogan Lovells partner Ryan Philp and senior associate Allison Wuertz discuss litigation developments affecting fundamental shareholder rights, including Section 220 books and records demands,...more

Smith Anderson

Deal Price is King in Appraisal Rights Actions in North Carolina Where Merger Process Bears “Objective Indicia of Fairness”

Smith Anderson on

In the first trial of its kind in North Carolina, the North Carolina Business Court has determined the fair value of dissenters’ shares in a large, publicly-traded company under the North Carolina Appraisal Rights statute,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Pillsbury - Policyholder Pulse blog

Delaware Court Adopts Pillsbury Theory that Shareholder Appraisal Actions Are Covered Securities Claims Under D&O Policies

Pillsbury secured an important victory for its client, Solera Holdings Inc., when Delaware Superior Court Judge Abigail LeGrow held—in a matter of first impression anywhere in the country—that a shareholder appraisal action...more

A&O Shearman

Delaware Court Of Chancery Again Dismisses Aiding And Abetting Claims For Pleading Deficiencies

A&O Shearman on

On July 15, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed an aiding and abetting claim asserted against a private equity buyer and its principals in a stockholder class action...more

A&O Shearman

M&A Watch: Not So Sweet – No Appraisal Rights for Dr Pepper Stockholders

A&O Shearman on

The Delaware Court of Chancery recently delivered the latest in a line of decisions refining the application of statutory stockholder appraisal rights in M&A transactions. In City of North Miami Beach General Employees’...more

A&O Shearman

Delaware Court Of Chancery Rejects Appraisal Rights For Stockholders Of Merger Parent, Even When Transaction Results In Sale Of...

A&O Shearman on

On May 25, 2018, Chancellor Andre G. Bouchard dismissed a class action lawsuit brought by stockholders of Dr. Pepper Snapple Group, Inc. (“Dr. Pepper”) against the company and its directors asserting that the merger with...more

Dechert LLP

Delaware Appraisal Litigation: The Court of Chancery Holds That a Company’s Unaffected Market Price Constitutes “Fair Value”

Dechert LLP on

In a recent appraisal decision, Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba Networks), the Delaware Court of Chancery awarded 30% less to the shareholders than they would have received had they not...more

Morris James LLP

Delaware Corporate and Commercial Case Law Year In Review – 2017

Morris James LLP on

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more

Polsinelli

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

Polsinelli on

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Key Developments in Delaware Corporation Law in 2016"

Significant changes in Delaware merger litigation and settlement practice in 2016, as well as noteworthy case law developments and trends, will continue to affect merger parties and litigants in 2017 and beyond....more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

23 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide