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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
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.
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