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Valuation firm Willamette Management Associates has put out a pair of articles discussing the calculation and treatment of synergies in appraisal actions. At least in Delaware, the value of an appraisal petitioner’s shares is to be fixed as the fair value of the company less synergies. Synergies can thus become a significant battleground in an appraisal action – and can result in rulings below merger price.
“How can entrepreneurs diversify into assets outside of their business?” On this episode of “The Deal – Unscripted”, we’re talking about what is involved in developing a retirement plan for entrepreneurs and the importance of managing stand-alone risk by diversifying their assets with Sterling Neblett of Centurion Wealth Management.
Recently, Vice Chancellor Slights refused to grant Carl Icahn and affiliates’ novel request for a company’s books and records in order to mount a proxy contest against Occidental for agreeing to an allegedly bad deal with Anadarko. The Vice Chancellor ruled that furthering a proxy contest was not a “proper purpose” to support the activist investors’ demand to inspect the corporation’s books and records under section 220 of the DGCL.
In this paper, published in 2015 in Investment Management and Financial Innovations , the authors examined multiple valuation methods for a specific data set: in this case, Slovakian mining companies. Comparing multiple valuation methods, including a discounted cash flow, economic value, and iterative approach, the authors note that the DCF yielded the lowest valuation, whereas the other methods yielded higher amounts (though the iterative method did so with much higher volatility, represented b
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.
When considering how to structure a deal – consider appraisal. That’s one of the takeaways from a detailed M&A presentation by lawyers at Morgan Lewis. As we’ve covered before , the existence of appraisal rights, how they may be exercised, and what percentage of shareholders may exercise appraisal rights are considerations for deal lawyers and, of course, the buyer itself.
The Texas Court of Appeals recently held that shareholders exercising their appraisal rights under Section 10.354(a) of the Texas Business Organizations Code are not entitled to a jury trial, because appraisal is specially created and controlled by statute. Pursuant to section 10.361(e) of the Code, the court determines which owners have perfected their appraisal rights and appoints an appraiser to determine the fair value of their ownership interest.
On Nov. 5, 2019, PLI hosted a roundtable on Delaware developments at the 50 th Annual Institute on Securities Regulation, where the speakers discussed recent Delaware appraisal decisions. The panel consisted of Patricia O. Vella, Lawrence A. Hamermesh, Lisa A. Schmidt, and the Honorable Collins J. Seitz Jr. Webinar registration can be accessed here.
On Nov. 5, 2019, PLI hosted a roundtable on Delaware developments at the 50 th Annual Institute on Securities Regulation, where the speakers discussed recent Delaware appraisal decisions. The panel consisted of Patricia O. Vella, Lawrence A. Hamermesh, Lisa A. Schmidt, and the Honorable Collins J. Seitz Jr. Webinar registration can be accessed here.
“What should business owners consider when taking on debt?” We’re talking about the ways small companies find debt financing and the terms and conditions they should be aware of with Jed Fochtman of Capital Advisors LLC. Tune in now! [link].
Does the existence of the appraisal remedy, and its use, have an effect on arbitrage spreads? If the appraisal remedy results in lower arbitrage spreads, then one can conclude that shareholders writ large are benefiting from the appraisal remedy – the argument advanced by Professors Brian Broughman, Audra Boone, and Antonio Macias in their piece “Merger Negotiations in the Shadow of Judicial Appraisal,” published in The Journal of Law and Economics 62, no. 2 (May 2019): 281-319 (originally relea
In a 3-2 vote, the SEC recently agreed to propose stricter voting requirements on shareholder proposals. The proposed rule would raise the threshold of shareholder support required to resubmit proposals previously voted down by shareholders. While SEC Chairman Jay Clayton proclaimed that the changes will help weed out unconstructive shareholder proposals, SEC Commissioner Robert J.
“How can entrepreneurs diversify into assets outside of their business?” On this episode of “The Deal – Unscripted”, we’re talking about what is involved in developing a retirement plan for entrepreneurs and the importance of managing stand-alone risk by diversifying their assets with Sterling Neblett of Centurion Wealth Management.
Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker
The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l
“What should business owners consider when taking on debt?” We’re talking about the ways small companies find debt financing and the terms and conditions they should be aware of with Jed Fochtman of Capital Advisors LLC. Tune in now! [link].
“What should business owners consider when taking on debt?” We’re talking about the ways small companies find debt financing and the terms and conditions they should be aware of with Jed Fochtman of Capital Advisors LLC. Tune in now! [link].
“What should business owners consider when taking on debt?” We’re talking about the ways small companies find debt financing and the terms and conditions they should be aware of with Jed Fochtman of Capital Advisors LLC. Tune in now! [link].
Law360 has published this analysis of the advantages and disadvantages of various structuring options when dealing with a British Virgin Islands acquisition. Notable to appraisal is the diversity of appraisal rights/dissenters; rights offered (or not offered) in the various structuring options. For example, if using a “merger” of “tender offer,” the article details that appraisal rights are available, except in certain specific instances.
In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.
Legal news site Law360 provides this analysis [$$$] of what has occurred in Delaware law in the third quarter of 2019, including developments in appraisal. As the Delaware courts have grappled with the trio of Delaware Supreme Court decisions impacting appraisal – DFC Global , Dell , and Aruba – the decisions coming from the Chancery courts – some currently being appealed* – continue to both define what factors courts will consider in appraisal proceedings and blur the line between appraisal (at
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