Between 2010 and 2016, the number of shareholder appraisal actions filed in Delaware courts increased every year, but in 2017 and again in 2018, the number of appraisal actions declined, according to a recent report from Cornerstone Research. The decline arguably is a result of recent Delaware Supreme Court decisions in which the court reversed lower court rulings holding that the fair value exceeded the deal price and instead indicated that the deal price should be given substantial weight, at least where the sales process was “robust.” The report, entitled “Appraisal Litigation in Delaware: Trends in Petitions and Opinions, 20016-2018” can be found here. Cornerstone Research’s February 13, 2019 press release about the report can be found here.
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Guest Post: Private Capital Investment: Getting the Portfolio Company Covered Right
Private Capital Investment is an increasingly important component of the global financial landscape. The increasing importance of Private Capital Investment raises a number of important issues, not the least of which are insurance-related issues. In a series of three posts, Jonathan Legge, a Senior Vice President at RT Pro Exec, will be taking a look at the key insurance issues relating to Private Capital Investment. The first of the three posts is published below. I would like to thank Jon for allowing me to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is Jon’s article.
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Is Shareholder Litigation in Delaware in Trouble?
In prior posts (for example here), I noted that a series of Delaware court decisions culminating in the Court of Chancery’s January 2016 opinion in the Trulia case signaled the state’s courts’ hostility to disclosure-only settlements in merger objection lawsuit, which in turn has encouraged merger objectors to file their lawsuits in other jurisdictions. The Trulia line of cases is in fact only one of several recent judicial developments in Delaware that constrain shareholder claimants. So is stockholder litigation in trouble in Delaware? In a March 22, 2018 post on the Delaware Business Litigation Report (here), Edward McNally of the Morris James law firm take a look at this question, discussing where things stand while Delaware’s courts look to find the proper balance.
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Guest Post: From Corwin to Dell: Implications for Investors and Corporate Acquirers
As discussed in a guest post on this site last week (here), on December 14, 2018 the Delaware Supreme Court published its opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. (here). In the following guest post, Mark Lebovitch, Christopher J. Orrico and Alla Zayenchik of the Bernstein Litowitz Berger & Grossman LLP law firm provide their contrasting perspective on Dell and other recent Delaware decisions and of these decisions’ implications for investors and acquirers. I would like to thank the authors for their willingness to allow me to publish their article. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ guest post.
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Guest Post: Dell Strongly Reinforces Importance of Merger Price
In the following guest post, Delaware partners Edward Micheletti, Paul Lockwood and associate Chad Davis of the Skadden Arps law firm take a look at the Delaware Supreme Court’s December 14, 2017 opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. (here), which examined important appraisal action valuation issues. I would like to thank the authors for allowing me to publish their article. I welcome guest post submissions from responsible authors on topics of interest to this site’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ guest post.
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