Litigation developments: fundamental shareholder rights.
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Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice; Delaware Supreme Court Upholds Chancery Court Ruling That Stockholder Appraisal Rights Can Be Waived by Contract;...more
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
Reversing the trial court, the Delaware Supreme Court has held that an appraisal proceeding does not constitute a “Securities Claim” under a D&O policy. In re Solera Insurance Coverage Appeals, Nos. 413,2019 and 418,2019...more
Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc. considered whether a “loser pays” fee-shifting provision in a stockholders’ agreement violated Delaware law. In 2008, the Petitioners had all held stock in a...more
JPMorgan Asset Management released their 2020 proxy guidelines in April, and, like many other investors we have covered, the guidelines support appraisal rights. ...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 Recent research (unpublished) suggests it does.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
Proxy firm Institutional Shareholder Services (ISS) offers a number of proxy guidelines for specific funds, kinds of funds and separate interest groups....more
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
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
The decision makes clear that deal price is an appropriate indicator of fair value even where there is only one bidder. In Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed a...more
In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more
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
The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more
On February 15, 2018, in the statutory appraisal proceeding of Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery decided that the “most persuasive evidence” of Aruba Networks’ fair...more
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
Effective August 1, 2016, the appraisal rights of dissenting stockholders in mergers and certain other transactions under the Delaware General Corporation Law (DGCL) have been modified in two principal respects...more
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
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