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
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RC & Co.
OCTOBER 13, 2017
Business valuations are an important process for all business owners. In addition to providing a clear picture of current market value, you can also assess competitors, revenue, and assets during the business valuation process. Executing a proper business valuation isn’t something that can be done on a whim. In fact, the best valuations are the ones conducted by an independent, third-party CPA firm.
IBG Business
MARCH 20, 2017
M&A Broker Tips: How to Sell a Business – Seller Financing. What is seller financing, and why is it so popular in the mergers and acquisitions industry? What seller financing can mean for the sale of your business. M&A brokers, intermediaries and advisors know that most businesses for sale offer some type of seller financing. Seller financing in business sales covers a portion of the purchase price in the form of a loan.
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.
Sun M&A
OCTOBER 26, 2017
Selling a business can feel complicated and overwhelming. It’s normal to have some concerns when you begin. No deal is a certainty, but working with an expert in the industry who is deeply knowledgeable about the business sales process can increase the odds of a successful closing. Here are some of the most common concerns sellers express, and how a skilled advisor can address them.
Burch & Co.
AUGUST 1, 2017
FINRA Sponsorship-. As a FINRA member firm, Burch & Company regularly receives calls from experienced advisors interested in obtaining a FINRA license which requires sponsorship. Many of these professionals have an idea of which particular license that they would like to be sponsored for based on their work focus. As the licensing landscape has changed over the years, advisors may not fully understand which license may be the required given their different lines of business.
Business Valuation Zone brings together the best content for business valuation professionals from the widest variety of industry thought leaders.
Appraisal Rights
DECEMBER 5, 2017
Today’s Law360 [[$$]] reported on the oral argument conducted yesterday before Chancellor Bouchard in the Solera appraisal case. ** This firm is among the counsel of record in Solera.
Appraisal Rights
NOVEMBER 13, 2017
We’ve already seen other states apply their own appraisal statutes; we’ve covered Nevada before, for example. We’re now also seeing other courts look to Delaware courts for the tools and methods behind valuation methods as well, not only in appraisal actions. Thus, for example, an Arizona appeals court has cited Delaware appraisal cases in adjudicating the complex fraud and breach of fiduciary claims before it.
Cooley M&A
OCTOBER 26, 2017
Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting milestones and suggests that the more technically prescribed milestones may be more difficult to meet, even though the development of the drug is ultimately successful.
Appraisal Rights
SEPTEMBER 14, 2017
In light of blockchain stock ledgers coming to Delaware , commentators and news outlets are starting to take notice. Recently, Bloomberg has covered the idea of stock ledger blockchain, as has the Financial Times [$$]. The core difference between any possible blockchain stock ledger and the existing system would be the likely elimination of the concept of fungible bulk.
Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker
The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l
Cooley M&A
SEPTEMBER 12, 2017
Over the past several years, cybersecurity issues have become prominent areas of emphasis for M&A due diligence. Post-signing revelations about cybersecurity breaches have had a disruptive effect on several high-profile transactions, and are likely to make buyers and sellers even more attentive to cybersecurity issues during the due diligence process.
Cooley M&A
SEPTEMBER 1, 2017
A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged. However, there is not always a conflict when the controller stands on just one side of the table, as seller, and is receiving additional consideration that the other stockholders will not receive.
Appraisal Rights
AUGUST 1, 2017
Today the Delaware Supreme Court reversed and remanded the appraisal decision of the Chancery Court in the highly watched DFC Global case. A more detailed post will follow, but we wanted to flag the ruling in the meantime. The court declined DFC Global’s request to impose a presumption by “judicial gloss” that would peg fair value at the merger price in cases involving arm’s-length mergers.
Appraisal Rights
JULY 31, 2017
As we previously posted , the Chancery Court appraised the fair value of Clearwire Corp. to be $2.13 per share, substantially below the $5 per share merger price paid by Sprint Nextel Corp in July 2013. This post will provide a more detailed breakdown of the ruling and the bases for Vice Chancellor Laster’s opinion. I. The M&A Transaction(s). The court examined not only the underlying acquisition of Clearwire by Sprint, but also the related transaction by which Softbank Corp. — Japan’s lar
Speaker: Joe Apfelbaum, CEO of Ajax Union
In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.
Appraisal Rights
JULY 27, 2017
As we have previously covered , Delaware has been considering whether to allow Delaware corporations (with Delaware being the site of the vast majority of appraisal litigation) to use blockchain platforms to issue and trade shares. As of July 21, that has become the law with Delaware’s governor signing a bill allowing blockchain to be used for the maintenance of corporate records, including stock ledgers.
Cooley M&A
JULY 14, 2017
The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference date (or target) and the closing date. For a variety of reasons (including the inability to predict what might happen in the business between the signing and closing), disputes over these types of adjustments are common.
Cooley M&A
JULY 10, 2017
In life sciences/medical technology transactions, buyers and sellers often use milestone-based and sometimes royalty-based contingent consideration to compensate sellers for assets that are in various stages of development from clinical- to development-stage to product commercialization. [1] In licensing transactions, there is an established secondary market through which licensors may monetize their rights to future royalties by selling their rights to receive those future royalties to a thir
Cooley M&A
MAY 17, 2017
ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of “newly public” companies (generally, companies that have gone public in 2014 or later). See our December 2016 client alert. In short, the latest policies (which have evolved over the last few years) provide that the proxy advisory firms will recommend voting against the re-election of newly public directors who, prior to or in connection with their company IPOs, adopted bylaw or charter pro
IBG Business
MARCH 19, 2017
“Independent business owner” is a term that can have several meanings. While “independent” can be used literally to describe the business, it can also define the personality of the owner – and in a sale, that can be a mixed blessing. Think about the traits that made you a successful business owner. Things like “confident,” “self-assured,” “strong-willed” and, yes, “independent” likely spring to mind.
IBG Business
MARCH 2, 2017
Pipeline construction. Great history and quality equipment, well–maintained. Owner retiring. Considering bids on April 6 for business in its entirety, facilities, MSA’s, equipment – all or any piece. Strategically located to serve midstream companies in SACK and SCOOP plays. Contact JJohnson@IBGBusiness.com or call 918 749-6016. IBG-CIP-Pipeline-Flyer.
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
Appraisal Rights
DECEMBER 14, 2017
The Delaware Supreme Court issued its highly-anticipated ruling today in the Dell appraisal case, reversing and remanding the trial court’s 28% premium awarded to the stockholders. In sum, the court held that where a company is sold in a pristine M&A auction process, the chancery court must give the merger price “heavy weight” in its ruling, leaving it to the trial court to decide just how much weight that should be in this case.
Appraisal Rights
NOVEMBER 29, 2017
On Monday, Law360 [$$] reported that the stockholders in the Clearwire appraisal action filed their opening brief in support of their appeal of the Chancery Court’s ruling, which found the fair value of Clearwire Corp. to be $2.13 per share, well below the $5 per share deal price paid by Sprint Nextel Corp. As reported in the article, on appeal, the stockholders argue that the “staggering discount” awarded by the Chancery Court is “virtually unprecedented.
Appraisal Rights
NOVEMBER 15, 2017
As Cayman appraisal continues to develop, the Harneys firm posted last week about the recent guidance the Grand Court of the Cayman Islands has provided on proper case management in the context of the appraisal proceedings concerning E-House (China) Holdings Limited. This is an emerging area of appraisal that we will continue to monitor.
Appraisal Rights
NOVEMBER 14, 2017
While the vast majority of United States appraisal rights cases occur in Delaware, several other states — Florida among them — also recognize appraisal rights. This past summer, a Florida appellate court affirmed a minority shareholder’s right to exercise appraisal rights when the company sought to redeem its shares. In Omes v. Ultra Enterprises, Inc. , 2017 WL 3611546 (Fla.
Appraisal Rights
NOVEMBER 2, 2017
The Delaware Supreme Court made its ruling this week in the ISN Software appraisal case. A three-judge panel (not the full bench) affirmed the Chancery Court’s decision awarding a premium that was more than 2.5 times the merger price, as reported in Law360 [$$]. The Supreme Court affirmed without rendering its own opinion, relying instead on the trial court’s reasoning.
Sun M&A
OCTOBER 26, 2017
Selling a business can be expensive and overwhelming , so owners often balk at the prospect of driving up costs by working with an M&A Advisor. Owners who do, however, almost universally believe their banker added value. The Value of Middle Market Investment Bankers, a study authored by Fairfield University Dolan School of Business’s Michael McDonald, asked 85 business sellers about their experiences working with M&A Advisors.
Sun M&A
OCTOBER 26, 2017
The term “independent business owner” doesn’t just refer to your life as an entrepreneur. It also denotes the mindset that life as a business owner demands. You’re confident, independent, and maybe a bit stubborn. These vital traits have helped your business thrive, but can work against you when you’re ready to sell. Why is that? After all, you’re already an expert in sales.
Sun M&A
OCTOBER 26, 2017
You’ve thought about it, perhaps spending some sleepless nights debating what to do next with your New York or New Jersey based business. Now you’ve decided it’s time to sell. You have good reasons for the sale—reasons that shouldn’t scare a prospective buyer. So now comes the fun part—or so you think. You’ll set a price—maybe on the high end—and let your business acumen and gut instincts take you where you want to go.
Sun M&A
OCTOBER 26, 2017
You’ve been considering selling your business for some time when you get that interesting email in your inbox: “Dear Business owner: I, Mr. Private Equity Principal/Mr. Strategic Corporate Development Professional have an interest in acquiring your business because we believe your product/services would synergistically enhance our current operations.
Sun M&A
OCTOBER 26, 2017
When pursuing the sale of your company, it is important to be prepared. Being prepared not only means getting your books and records organized and preparing a quality descriptive executive summary of your company, it also involves educating yourself to properly address the common questions that will inevitably be asked by prospective acquirers. Properly preparing for and addressing these questions will maximize an acquirer’s comfort level, reduce their perceived risk and increase valuation.
Appraisal Rights
OCTOBER 24, 2017
Seekingalpha has published this piece, “ Appraisal Rights: Nontraditional Shareholder Activism” by Aberdeen Asset Management. In this post, Aberdeen recounts the increase in appraisal in this decade , and focuses on how investors have sought to realize additional returns in the appraisal process. Aberdeen then highlights the risks, including legislative risks (which we have covered before ) in noting that appraisal is “as much of a legal strategy as it is an investment strategy” and in noting
Appraisal Rights
OCTOBER 23, 2017
As reported in Law360 [$$], on October 11, 2017 the Delaware Supreme Court heard argument appealing the Chancery Court’s ruling in the ISN Software appraisal case. We have previously posted on the trial court’s decision here , in which Vice Chancellor Glasscock awarded a premium to the merger price. The Supreme Court did not rule and did not indicate when it would do so.
Appraisal Rights
OCTOBER 9, 2017
Lexology’s Federal Securities Law Blog has this analysis of the recent article we posted about , the High Cost of Fewer Appraisal Claims. The author, from Porter Wright in Ohio , notes that the recent data on appraisal claims dispel certain arguments made by the anti-appraisal crowd. In particular, he writes, “Prior to the 2016 amendments, many proponents of limiting appraisal rights argued that shareholders who invoke their appraisal rights negatively affect non-dissenting shareholders; their
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