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In the Boardroom With Resnick and Fuller - Episode 1
Litigation developments: federal forum provisions
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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
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
In Manti Holdings, the Delaware Supreme Court affirmed a decision that a corporation can enforce an advance waiver of appraisal rights against its stockholders. In a stockholders agreement, the petitioners agreed to “refrain...more
In a significant ruling of first impression, Solera Holdings, Inc. v. XL Specialty Insurance Co. (“Solera”), the Delaware Superior Court recently held that a corporation might find coverage in its directors and officers...more
The Delaware Court of Chancery recently delivered the latest in a line of decisions refining the application of statutory stockholder appraisal rights in M&A transactions. In City of North Miami Beach General Employees’...more
On April 23, 2018, the Supreme Court of Delaware affirmed a decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery appraising the shares of Clearwire Corporation at $2.13 per share, notwithstanding...more
Recent criticism of appraisal arbitrage argues that it comes without real risk to the petitioners. This appraisal decision, which values the company below the deal price based on a discounted cash flow analysis, should be...more
Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more
On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more
Appraisal petitioners normally agree to consolidate their actions, on which law firm(s) will represent them, and on how their common objectives will be carried out. That did not happen in this case: the petitioners disputed...more