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Corporate Governance › Appraisal › Mergers

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Walkers

Analysing the Changyou.com decision: What it means for appraisal rights in short-form mergers

Walkers on

A short-form statutory merger can be effected under the Cayman Islands' Companies Act (as revised) (the "Act") between a parent company and a Cayman Islands incorporated subsidiary. The short-form statutory merger takes...more

Conyers

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

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On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

Morris James LLP

Chancery Defaulted to Deal Price to Determine the Fair Value of a Privately-Held Corporation in an Appraisal Proceeding

Morris James LLP on

Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, C.A. No. 2022-0344-JTL (Del. Ch. July 30, 2024) - In this post-trial appraisal decision, the Court of Chancery determined the fair value of a privately-held...more

Venable LLP

Protecting REITs under Maryland Law

Venable LLP on

Over the past decade, Maryland-incorporated real estate investment trusts ("REITs") have been under increasing pressure to eliminate or reduce defenses against unsolicited takeovers. Boards have been declassified, directors...more

Skadden, Arps, Slate, Meagher & Flom LLP

In Appraisal Cases, Court of Chancery Increases Deal Price-based Valuation if Evidence Shows Pre-Closing Change

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For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words, at closing, not signing. However, deal terms, including price, are typically...more

Winstead PC

Just in Time For Summer: The Freeze-Out Merger, A Legal Option Available to SOME Majority Owners of Privately-Held Texas Companies

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Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

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2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

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