It’s been eight years since the Delaware legislature amended the appraisal statute to allow appraisal respondents the discretion to prepay some or all of the merger consideration, and at a time of their choosing.
We have previously blogged to mark the anniversary of this statutory amendment, one year after the amendment and two years afterward
We’ve covered South African appraisal rights before, including the mechanics of appraisal, results from that jurisdiction, and the reach of the statute. In a new journal article in the South Africa Law Journal, Professor Maleka Femida Cassim discusses the divergent approaches of two South African High Court cases to the interpretation of “fair value.” The
Today marks the five-year anniversary of the Delaware Chancery Court’s ruling in the appraisal of Stillwater Mining Company.
Of continuing vitality today is the Court’s special focus on the right of the appraisal claimant to receive the benefit of any change in value of the appraised asset between signing and closing. As recognized in Stillwater:
We have previously covered (thanks to a guest post) that Saudi Arabia does not have appraisal rights, though its Companies Law provides for a number of other shareholder rights. Is it time for a change?
Professors Alhasani and Hassan of Prince Sultan University say “yes.” In a comprehensive paper in the International Journal for Scientific
An interesting question has surfaced lately: how does publicly traded stock get valued when held by an M&A target that is itself the subject of an appraisal action? Not a ton of guidance on this question, but we did locate a turn-of-the-century case worth dusting off: in Paskill Corp. v. Alcoma Corp., Delaware’s Supreme
Appraisal petitioners who receive a fair value award are entitled to interest as set by statute. In particular, DGCL § 262 provides that “. . . interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue
The SEC’s Costly Crackdown on Firms
In April 2024, SEC Deputy Director Sanjay Wadhwa updated the investor community on the SEC’s record-keeping enforcement initiative against broker-dealers and investment advisors. The efforts focus particularly on firms’ failing to properly record off-channel communications which discuss business activity, such as personal emails, messaging apps, and text messages. The
In April 2024, after extensive public debate and Congressional interrogation of Shou Zi Chew, TikTok’s CEO, President Biden signed into law the Protecting Americans From Foreign Adversary Controlled Applications Act (“the Act”), which will ban TikTok from the United States unless ByteDance, its parent company located in Beijing, divests TikTok’s U.S. business to approved entities
Delaware’s latest decision on the combined pursuit of appraisal and fiduciary duty claims continues the Delaware tradition of welcoming the litigation of those claims jointly up until the time an election between the two must be made. Vice Chancellor Laster’s recent Opinion in In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL
Below is a roundup on 2024 proxy voting guidelines that have come out in favor of appraisal rights. We’ve previously covered that numerous investors support appraisal rights when the issue is at the corporate ballot box. Here are some more proxy voting guidelines in favor of this pro-investor remedy:
Major proxy adviser ISS: “Vote
