Appraisal Rights
SEPTEMBER 30, 2019
Appraisal rights may make an appearance on the Florida bar exam, at least according to the business entities topics list posted here. It wouldn’t be the first time appraisal made a bar exam – the New York bar exam has previously included an essay question directly calling for knowledge of appraisal rights in the answer.
Cooley M&A
SEPTEMBER 20, 2019
As the NFL season gets underway, it is interesting to see how certain plays go from fringe status to near-universal. A recent example is the “run-pass option” that, before finding a home in every NFL team’s playbook, was used only in high school and college football games. [1] Coaches survey plays to assess what works, and, over time, some version of a useful play finds its way into a coach’s playbook and then every coach’s playbook.
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Appraisal Rights
SEPTEMBER 18, 2019
We’ve written before about the follow-on decision from Solera* which found that an appraisal claim can count as a “securities claim” for D&O policy purposes – see Lowenstein’s alert on the topic. Coverage of that decision continues. National case of first impression comes out in favor of policyholders. Decision leaves a number of areas open. Decision also contains important language on pre-judgment interest.
Appraisal Rights
SEPTEMBER 13, 2019
We’ve covered before how drag-along provisions and other contractual provisions can involve the waiver of appraisal rights. Recent caselaw from Delaware has made it clear that in at least some instances, a contractual waiver of appraisal rights is enforceable. In particular, the Authentix decision, discussed at length by various authors here (law firm) , here (law firm) , here (blog) , and here (legal blog) , held that at least in the circumstances in that case, involving sophisticated parties r
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.
Appraisal Rights
SEPTEMBER 13, 2019
As we have noted before, getting the basics right is important in the world of appraisal. For example, if appraisal rights are available to shareholders, then an appraisal notice must get that right. Simpler still, as an article in Forbes reminds readers , in any M&A transaction, whether appraisal rights exist and whether shareholders need to be notified should be considered.
Appraisal Rights
SEPTEMBER 5, 2019
Germany has some forms of appraisal rights – depending on whether the squeeze-out method was used against minority shareholders, and what form that method took. German law offers three squeeze-out methods: one contained in the WPUG (German takeover law which implemented the European Takeover Directive and the squeeze-out right included in the Directive), another contained in the General Stock Corporation Act, and another contained in the German Transformation Act.
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