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The possible impact of blockchain based shareholder governance, including shareholder voting, has been a hot topic in recent years. We’ve covered a number of potential intersections between blockchain and corporate governance (including appraisal) before. Professor Christopher Brunor of the University of Georgia reviews a recent scholarly proposal for blockchain based shareholder governance in this recent piece.
Does appraisal arbitrage create costly uncertainty for a putative corporate buyer? In The Cost of Appraisal Rights: How to Restore Certainty in Delaware Mergers , 52 Ga. L. Rev. 651 (Winter 2018), the author argues that the well-established ability to alienate voting interest from equity interest with common stock opened the door to appraisal arbitrage – and that either a legislative, or a market plumbing solution, could ameliorate corporate buyers risks when entering into a merger.
The press release by Arca Capital , which previously announced it is pursuing appraisal with respect to AmTrust Financial, highlights a basic question in appraisal: How public are the proceedings? As an initial matter, you do not need to be as public as Arca. The appraisal process starts with a series of letters to ‘perfect’ your appraisal rights – and that occurs between you, your lawyers, and the relevant brokers and nominees.
Two bidders have sought to buy Florida based Perry Ellis – one group of reported ‘insiders’ connected to management, and then an outside company, Randa. Besides the inherent interest of multi-bidder scenarios for an investor considering appraisal, both sides of this – increasingly chippy – fight have invoked appraisal as part of promoting their bids.
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.
We’ve written before about the Dr. Pepper case and its impact on appraisal. For another view, see the National Law Review article recapping the decision.
While Delaware isn’t the only state offering appraisal rights, not all of the remaining 49 states are appraisal-equal. New Jersey offers very little in terms of shareholder appraisal rights. N.J.S.A. 14A:11-1 provides a general proposition that shareholders have a right to dissent from corporate actions, but then it enumerates several restrictions. Mirroring Delaware law, New Jersey law includes a market-out exception for mergers, denying shareholders appraisal rights if the shares are listed on
Appraisal is a creature of statute, including in the Cayman Islands. Cayman appraisal has become a notable topic recently , with major decisions coming down from the Cayman courts and an uptick in investors using the appraisal remedy. Similarly, authors writing about Delaware have noted that quasi-appraisal is getting traction. Do the two have a meeting point?
Appraisal is a creature of statute, including in the Cayman Islands. Cayman appraisal has become a notable topic recently , with major decisions coming down from the Cayman courts and an uptick in investors using the appraisal remedy. Similarly, authors writing about Delaware have noted that quasi-appraisal is getting traction. Do the two have a meeting point?
Although Delaware dominates when it comes to appraisal (as a result of its outsize attractiveness to U.S. companies as a place of incorporation), appraisal is not limited to the First State. As we’ve previously discussed, appraisal regimes also exist in other states including Massachusetts , Arizona , and Nevada. What about the Hawkeye State? As a threshold matter, Iowa appraisal is limited by the market-out exception, and Iowa appraisal rights are not available if the target is traded in an org
As we previously covered , a recent South African court decision has clarified the scope of appraisal rights in that country with respect to a deal that was other than a classic merger. Webber Wentzel, a law firm practicing in South Africa, has written this piece on the decision, concluding, “The decision of the High Court will give comfort to minority shareholders seeking to exit group companies where they oppose certain corporate actions at subsidiary-level.
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