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

National Law Review M&A

Housh Eugene Choi Jurisdiction: Delaware Type of Law: Mergers & Acquisitions Litigation / Trial Practice Special highlight:

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Deja Vu #11: Can Restricted Stock Studies Be Used to Estimate DLOMs for Dividend-Paying Companies?

Chris Mercer

This eleventh post in the Deja Vu series involving restricted stock studies addresses an issue that is rarely mentioned in the context of the studies – of the impact of dividends on restricted stock discounts (RSDs). Of these 244 transactions, only 24 involved companies that paid dividends, or less than 10% of the transactions.

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South African REIT Shareholders Get Positive Appraisal Result

Appraisal Rights

According to the Cape Times, South African real estate investment trust Hospitality Property Fund (“HPF”) was recently ordered by the South African High Court to reinstate certain shareholders and pay them a dividend as the result of an appraisal rights action under Section 164 of the South African Companies Act – that country’s appraisal regime.

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USPAP Standards Rule 9-4 Creates a Problem for Business Appraisers

Chris Mercer

There Is a Problem in Business Appraisal Land. There were significant changes in Standards Rule 9-4 of the Uniform Standards of Professional Appraisal Practice regarding the development of business appraisals between 2005 USPAP and 2006 USPAP. The 2005 version on the left provided potential confusion for appraisers.

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Guest Post: Appraisal Rights: A Window of Opportunity in Mexican Law

Appraisal Rights

These disputes are commonly triggered by the adoption of resolutions that involve capital stock increases, nondistribution of dividends, mergers or other complex corporate transactions, etc. Those rules often refer to rather complex formulas for appraisals, as well as expert opinions.

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Shareholders Sue Dr. Pepper Over Deal Structure/Appraisal Rights

Appraisal Rights

If a company structures a merger to avoid appraisal rights, does a shareholder have no recourse? How are appraisal rights involved? The consideration for the share issuance takes the form of a onetime cash dividend for $103.75 That question will no doubt be part of the debate as City of North Miami Beach v. is litigated.

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Mercer’s Musings #4: Factors to Consider in Valuing Partial Ownership Interests

Chris Mercer

” And the answer holds regardless of any certifications appraisers might hold. Procedural Guidelines (PG) are designed to provide more detailed guidance for consideration by business appraisers than found in the base standards themselves. Every appraisal must have a stated purpose and definition of the valuation (i.e.,