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The Brazilian government proposes strengthening protections for minority shareholders in the wake of corruption scandals, such as Petrobras. The new law would allow minority shareholders the right to seek judicial compensation in the event of misconduct by the company’s board. Shareholders of Brazilian corporations are already entitled to appraisal rights, subject to a few exceptions , and thus the new rules would provide minority shareholders with additional tools to enforce corporate governanc
“When should I contact my M&A attorney?” On this episode of “The Deal – Unscripted”, we’re talking about what is involved in the M&A process and the benefits M&A attorneys provide with Kathryn Hickey of PilieroMazza. You won’t want to miss this one! [link].
Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. From 2008 to 2018, the total R&W policies bound per year in North America rose from 40 deals, providing $541 million of coverage to 1500+ R&W insurance transactions, providing aggregate coverage of $38.6 billion. [1] We are also seeing a marked increase in the percentage of deals where R&W insurance is being considered and being used.
Stewart Investors, an asset manager focused on the equity of companies in emerging markets, has a policy to vote “for proposals to restore, or provide shareholders with, rights of appraisal.” Like with many other investors, Stewart also says that it will vote for mergers on a case by case basis, consistent with the idea that it supports appraisal rights and acknowledges that not every merger proposal is in the best interests of shareholders.
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.
Law360 highlights several appraisal decisions in its list of the biggest Delaware cases of 2019. The article notes that among the 2019’s notable Supreme Court decisions was Aruba Verition Partners Master Fund Ltd. et al. v. Aruba Networks Inc. , where the Court rejected reliance on Aruba’s stock price in determining fair value. The article also mentions two major decisions from the Delaware Court of Chancery – In re: Appraisal of Jarden Corp. , and In re: Appraisal of Columbia Pipeline Group In
The case Dieckman v. Regency GP LP , No. CV 11130-CB, 2019 WL 5576886 (Del. Ch. Oct. 29, 2019) does not concern appraisal rights – at least not directly. But the history of the merger in that case is a valuable reminder that an investor expecting to use the appraisal remedy must follow the transaction from start to finish. In January 2015 ETP agreed to acquire Regency “for 0.4044 ETP units and $0.36 per common unit of Regency” quickly modified to “0.4066 ETP units plus $0.32”.
As we’ve covered before , numerous investment funds support appraisal rights by setting out that they will vote for proposals to restore or add appraisal rights if those proposals are placed on a proxy ballot. Hancock Horizon, a Louisiana based investment fund, is yet another investor supporting appraisal via its proxy materials. Hancock Horizon, like many other funds, states that it votes on mergers on a case by case basis.
As we’ve covered before , numerous investment funds support appraisal rights by setting out that they will vote for proposals to restore or add appraisal rights if those proposals are placed on a proxy ballot. Hancock Horizon, a Louisiana based investment fund, is yet another investor supporting appraisal via its proxy materials. Hancock Horizon, like many other funds, states that it votes on mergers on a case by case basis.
Whether communications or work product by a third party destroy the privilege enjoyed between attorney and client is a hotly contested issue in litigation, and appraisal is no exception. For instance, the New York Appellate Division recently held that a valuation report created by a third-party consulting firm to appraise the plaintiff’s stock in the company was not protected by attorney-client privilege.
One of the instrumental rights corporate statutes bestow upon shareholders is the appraisal right. This right allows dissenting shareholders of a target company in a corporate control transaction (i.e. mergers and acquisitions) to receive better value for their shares as it is determined by the judiciary. The Saudi Arabian Companies Law of 2015 (CL), nonetheless, did not prescribe such a remedy, nor did any other implementing regulations stipulate this right for shareholders.
Investment manager Russell Investments’ proxy guidelines lay out that the manager will “vote for proposals to restore, or provide shareholders with, rights of appraisal[.]” This, despite the same guidelines setting out a general rule that Russell will vote for mergers themselves if Glass Lewis suggests a “for” vote, except for case by case instances.
Boston Partners, a Massachusetts based investment fund with over $85BB AUM, is in favor of providing appraisal rights – according to its proxy voting policies. While Boston Partners votes on mergers on a “case-by-case” basis, certainly considering numerous elements, it is unequivocal in its support for proposals to restore or provide appraisal rights to shareholders.
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
Domini Investment Trust is a “women-led SEC registered investment adviser specializing exclusively in impact investing.” Domini’s proxy voting guidelines for 2019 set out that while Domini analyzes mergers on a “case-by-case” basis, it will vote for appraisal rights proposals. As we’ve blogged about before, and will be covering this month, investors’ proxy guidelines often favor appraisal rights, helping confirm the value of these rights to shareholders.
“What is the impact of a security breach?” On this episode of “The Deal – Unscripted”, we’re talking about the potential impact, cost of a security breach and the actions companies can take to prevent attacks with Daniel Chew of CrossCountry Consulting. You won’t want to miss this one! [link].
Transamerica, a provider of numerous mutual funds as well as an insurance company, includes voting for appraisal rights in its proxy guidelines. Like other funds we have covered, Transamerica also states that it votes on mergers on a case by case basis. Transamerica is part of a significant set of funds that, by policy, vote for the return or provision of appraisal rights when such items come up for a vote.
“When should I contact my M&A attorney?” On this episode of “The Deal – Unscripted”, we’re talking about what is involved in the M&A process and the benefits M&A attorneys provide with Kathryn Hickey of PilieroMazza. You won’t want to miss this one! [link].
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.
“What is the impact of a security breach?” On this episode of “The Deal – Unscripted”, we’re talking about the potential impact, cost of a security breach and the actions companies can take to prevent attacks with Daniel Chew of CrossCountry Consulting. You won’t want to miss this one! [link].
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