Appraisal Rights
APRIL 18, 2018
In contrast to the United States, where an enabling legal regime and a fortunate confluence of a variety of factors have led to a surge of appraisal petitions and appraisal arbitrage, the appraisal remedy remains a sparingly utilized weapon in the arsenal of shareholders in the EU. Minority shareholders in the EU are reticent to exercise appraisal rights.
Appraisal Rights
APRIL 24, 2018
On April 23, 2018, the Delaware Supreme Court affirmed last July’s Chancery court ruling in the Clearwire case. This decision ends the appeal by Clearwire shareholders looking to overturn the lower court decision finding that Clearwire was worth $2.13 per share, below the $5 merger price. When the Supreme Court, or any appellate court, affirms without discussion or opinion, it provides little guidance for litigants going forward.
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Appraisal Rights
APRIL 20, 2018
The Harvard Law School Forum just put out this piece on appraisal, wherein attorneys from Debevoise & Plimpton discuss the current state of Delaware appraisal jurisprudence and seek to place the key recent decisions in the context of the overall arc of appraisal law. The attorneys close with this observation: So where does this leave us? First, we are meant to put significant trust in efficient market theory, relying as a starting point on both market price and, if resulting from a strong p
Appraisal Rights
APRIL 17, 2018
In certain mergers, shareholders of Bermudian corporations will have appraisal rights. For much more on Bermuda appraisal, see “Bermuda Minority Shareholder Protection and Appraisal Rights” from BeesMont , by Stephanie Sanderson. Notable is that in a Section 106 merger or amalgamation (most similar to the standard mergers we confront in Delaware), there are appraisal rights for Bermudian corporations; and, different than Delaware, there is no appeal process from the courts’ appraisal decision.
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Appraisal Rights
APRIL 16, 2018
Conyers Dill , a Cayman firm, has this new article out about Cayman appraisal, including the recent Trina Solar case. This article discusses appraisal appeals, payments to dissenting shareholders, and discovery of dissenters. Notable to US practitioners is that the scope of the discovery of dissenters/petitioners and even whether dissenters/petitioners should be required to give discovery in a Cayman appraisal action remains a live issue.
Appraisal Rights
APRIL 10, 2018
CLS BlueSky Blog posts that the Delaware Supreme Court’s recent decision in Dell –and the Delaware appraisal decisions awarding below deal-price in certain appraisal actions–may give cover to Dell Technologies (the Dell of the Dell decision) in its potential rollup of VMware. Dell already owns 82% of VMware stock, according to the post, and may seek to cash out the remaining shareholders.
Appraisal Rights
APRIL 3, 2018
If a company structures a merger to avoid appraisal rights, does a shareholder have no recourse? That question will no doubt be part of the debate as City of North Miami Beach v. Dr. Pepper Snapple Group, Inc. is litigated. In a complaint filed in Delaware Chancery court on March 28, 2018, plaintiffs, a putative class of investors in Dr. Pepper, allege that the Dr.
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