Appraisal Rights
DECEMBER 21, 2017
Yes, according to this posting. Delaware law requires that a shareholder seeking appraisal must not have “voted in favor of the merger” (which is impossible for nonvoting common stock) nor “consented thereto in writing pursuant to Section 228.” The mere fact that stock is issued as non-voting, as some recent IPOs have done, does not strip it of appraisal rights.
Cooley M&A
DECEMBER 20, 2017
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal of the fair value of Dell Inc. The trial court’s 2016 ruling, which found that a $25 billion management-led buyout undervalued the computer giant by about $7 billion, sent shock waves across the M&A landscape and emboldened some hedge funds to continue devoting significant time and resources to “appraisal arbitrage.” The Supreme Court’s opinion seems designed
Appraisal Rights
DECEMBER 19, 2017
Seven years ago this week, in Roam-Tel Partners v. AT&T Mobility , C.A. 5745-VCS (Del. Ch. Dec. 17, 2010), then-Vice Chancellor Strine held that in a short-form merger, a stockholder can revoke its prior waiver of its appraisal rights within the twenty-day statutory election period, absent any prejudice to the corporation. In that case, the stockholder submitted to the company a letter of transmittal along with his stock certificates, but then changed his mind, returning their (uncashed) ch
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