Appraisal Rights
DECEMBER 21, 2017
Yes, according to this posting. Delaware law requires that a shareholder seeking appraisal must not have “voted in favor of the merger” (which is impossible for nonvoting common stock) nor “consented thereto in writing pursuant to Section 228.” The mere fact that stock is issued as non-voting, as some recent IPOs have done, does not strip it of appraisal rights.
Cooley M&A
DECEMBER 20, 2017
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal of the fair value of Dell Inc. The trial court’s 2016 ruling, which found that a $25 billion management-led buyout undervalued the computer giant by about $7 billion, sent shock waves across the M&A landscape and emboldened some hedge funds to continue devoting significant time and resources to “appraisal arbitrage.” The Supreme Court’s opinion seems designed
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Appraisal Rights
DECEMBER 8, 2017
Eight years ago today, in DiRienzo v. Steel Partners Holdings L.P. , No. 4506-CC (Del. Ch. Dec. 8, 2009), Chancellor Chandler reaffirmed the principle that the record holder requirements of Section 262(a) demand strict compliance. The Chancery Court dismissed an appraisal petition on grounds that the appraisal demand was not made by a record holder listed on the company’s stock ledger.
Appraisal Rights
DECEMBER 5, 2017
Today’s Law360 [[$$]] reported on the oral argument conducted yesterday before Chancellor Bouchard in the Solera appraisal case. ** This firm is among the counsel of record in Solera.
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Appraisal Rights
DECEMBER 19, 2017
Seven years ago this week, in Roam-Tel Partners v. AT&T Mobility , C.A. 5745-VCS (Del. Ch. Dec. 17, 2010), then-Vice Chancellor Strine held that in a short-form merger, a stockholder can revoke its prior waiver of its appraisal rights within the twenty-day statutory election period, absent any prejudice to the corporation. In that case, the stockholder submitted to the company a letter of transmittal along with his stock certificates, but then changed his mind, returning their (uncashed) ch
Appraisal Rights
DECEMBER 14, 2017
The Delaware Supreme Court issued its highly-anticipated ruling today in the Dell appraisal case, reversing and remanding the trial court’s 28% premium awarded to the stockholders. In sum, the court held that where a company is sold in a pristine M&A auction process, the chancery court must give the merger price “heavy weight” in its ruling, leaving it to the trial court to decide just how much weight that should be in this case.
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