Appraisal Rights

AUGUST 10, 2017

In a recent article on PolicyHolder Pulse attorneys from Pillsbury explore whether Directors and Officers (“D&O”) insurance covers, or could be considered to cover, Delaware appraisal claims. Critical to this analysis is whether an appraisal case raises issues of “Wrongful Acts” by the Board – including, for example, collusive behavior, or other process defects.

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Appraisal 40

Appraisal Rights

AUGUST 8, 2017

As we have posted before , the Delaware Supreme Court rendered its much-awaited ruling in the DFC Global case on August 1. Here’s a more detailed breakdown of the key elements of that ruling. I. No Judicial Presumption Imposing Mandatory Merger Price Ruling. The Court started off its opinion by rejecting DFC Global’s request to establish “by judicial gloss” a presumption that fair value would be tethered to merger price in certain cases involving an arm’s-length M&A transaction.

Discounted Cash Flow 40

Discounted Cash Flow Comparable Company Analysis Risk-free Rate Going Concern Value 40

Appraisal Rights

AUGUST 7, 2017

Law360 [$$] recently carried an analysis by a trio of Delaware attorneys regarding the impact of 2016’s prepayment amendment to Delaware appraisal law. Part of the August 2016 amendments allowed M&A targets to prepay dissenting shareholders an amount of their choosing, thereby stopping the accrual of interest on that portion of the merger price/amount at issue.

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