Mergers, Minority Shareholders, Appraisal

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

Walkers on 3/14/2025

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

Is Arizona Putting a Chill on Freeze-Out Mergers?

Clark Hill PLC on 10/20/2021

Dealing with – or being – a minority shareholder can be problematic, and friction between majority and minority owners is not uncommon. The majority owner may find itself hamstrung in its efforts to conduct business by the...more

Second Department Limits Plaintiff to Appraisal Remedy Under New York LLC Law After a Freeze-out Merger

Patterson Belknap Webb & Tyler LLP on 2/10/2021

In Farro v. Schochet, the Second Department recently held that §1002 of the NY LLC Law restricted a dissenting member’s remedy to an appraisal for the fair value of his interest in the business after a freeze-out merger....more

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

White & Case LLP on 8/12/2019

The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

Skadden, Arps, Slate, Meagher & Flom LLP on 11/18/2016

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

Mergers & Acquisitions Glossary

Adler Pollock & Sheehan P.C. on 8/19/2015

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more