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Our article “ Fair Value of Minority Shares in a Closely Held Company ” published in the December 2018 issue of the New Zealand Business Law Quarterly examines the New Zealand law and judicial decisions on the notion of fair value for minority shares. Specifically, the article focuses on a closely held or unlisted company and considers whether fair value of a minority stake should incorporate a discount from the pro rata value of the company’s equity considered as a whole.
There’s an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side. It’s a wonderful metaphor and one that dealmakers would be wise to remember when working to construct agreements to solve for divergent views on value. What two parties may have initially viewed as a solid foundation, may fail when tested, plunging those parties into the churning waters of judicial scrutiny.
The National Law Review has covered Mobile Posse , a case we’ve posted on before. The NLR analysis describes the Mobile Posse decision, writing: “The Court denied all but one of defendants’ motions, finding numerous deficiencies in the notice process and finding that the merger was not entirely fair.”. And further: “The Court was not persuaded that a supplemental notice could serve as a replicated remedy, and in any event, the supplemental notice contained incorrect and internally inconsistent
Blog World of Securities Regulation has this extensive breakdown of the recent Columbia Pipeline decision. The author notes that the Columbia Pipeline analysis goes through each factor, or sub-analysis, that the Delaware courts have considered relevant (to varying degrees) in appraisal proceedings recently. These include: Sales process; Deal price (and the reliability of it); Synergies; Signing-closing valuation increase; Trading price (which the Court rejected); The discounted cash flow methodo
Speaker: Susan Spencer, Principal of Spencer Communications
Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.
Today, the Delaware Chancery Court (Vice Chancellor Laster) decided the Stillwater Mining appraisal case, awarding merger price plus interest.*. A copy of the opinion can be found here. *RKS attorneys are counsel to petitioners in this matter.
The Delaware Court of Chancery has found that the fair value of Columbia Pipeline Group’s common stock on the valuation’s effective date was the merger price of $25.50 per share, plus interest. Read the decision here. We will cover Columbia commentary as it releases.
Under Italian law a shareholder of a joint stock company can exercise the right to withdraw in the cases provided for by law (for the list of cases see art. 2437 Civil Code for shareholders of a company limited by shares (S.p.a.), art. 2473 Civil Code for quotaholders of a limited liability company ( S.r.l.) and art. 2497- quater for shareholders of companies subject to the direction and coordination of other companies).
Under Italian law a shareholder of a joint stock company can exercise the right to withdraw in the cases provided for by law (for the list of cases see art. 2437 Civil Code for shareholders of a company limited by shares (S.p.a.), art. 2473 Civil Code for quotaholders of a limited liability company ( S.r.l.) and art. 2497- quater for shareholders of companies subject to the direction and coordination of other companies).
Commentary on the recent Jarden decision has focused, unsurprisingly, on the use of unaffected stock price in the decision after some commentators viewed the methodology as dead after Aruba. As a recap, unaffected stock price methodology involves determining the fair value of an acquired company using its stock price before the merger announcement.
A recent alert by Lynda Bennett and Jason Meyers in Lowenstein’s Insurance Recovery Group discusses the Delaware Superior Court’s recent opinion that a “Securities Claim” in a D&O policy includes a shareholder appraisal action and coverage for prejudgment interest despite lack of insurer consent. Read the alert here.
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