Quantive

FEBRUARY 25, 2019

I had a chance to chat with Chris Snider of the Exit Planning Institute out in Cleveland to kick off Quantive’s new podcast series: “The Deal – Unscripted” We discussed exit planning as a whole, where the market is in regards to exit planning and what that means for CEPAs across the country. Check it: […].

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Marketability 52

Appraisal Rights

FEBRUARY 25, 2019

Some appraisal actions can have a long tail. In 2015, Verizon agreed to buy AOL. Shortly thereafter, some AOL shareholders demanded appraisal. The case worked its way through the Delaware Court system – something we covered on a few occasions. Ultimately, petitioners were awarded 2.6% below merger price. We covered some commentary discussing the AOL case in the context of other cases, including Dell.

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Appraisal Rights

FEBRUARY 21, 2019

Appraisal rights can offer investors critical protections against corporate actions that do not provide shareholders fair value. Investors often recognize this – as we recently posted, proxy voting guidelines suggest investors vote in favor of appraisal. And then there are the Corporate Governance Principles [.pdf] of the Los Angeles County Employees Retirement Association (LACERA), which list appraisal rights as one of the corporate structures that LACERA finds important in companies it invest

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Appraisal Rights

FEBRUARY 19, 2019

Like most states, Maryland law affords certain protections to minority stockholders, including “objecting stockholder rights” (also known as “appraisal rights” or “dissenter rights” in other jurisdictions) under the Maryland General Corporation Law (“MGCL”) pursuant to §§ 3-201 et seq. However, unique to Maryland is the ability for a Maryland corporation to eliminate a stockholder’s appraisal rights by charter provision under MGCL § 3-202(c)(4).

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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.

Marketability

Appraisal Rights

FEBRUARY 14, 2019

The Taft-Hartley Proxy Voting Guidelines for 2019 have been released by Institutional Shareholder Services. The guidelines, which many institutional investors follow, suggest that shareholders vote “for proposals to restore or provide shareholders with the right of appraisal.” As we’ve covered before , there is meaningful academic work tying the existence of, and exercise of appraisal rights, to increased value for shareholders, and that is in line with the proxy guidelines suggestion.

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Appraisal Rights

FEBRUARY 11, 2019

Law professors who filed an amicus brief in support of petitioners in the Aruba case have provided a useful summary of their arguments in this blog post from the Harvard Law Corporate Governance Forum. With market efficiency issues increasingly intersecting with more traditional valuation and process issues in appraisal cases, this amicus could be particularly relevant to the Delaware Supreme Court as it considers the Aruba appeal.

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