In a prior post, we discussed valuation methodologies utilized by the Delaware Court of Chancery. The Court of Chancery generally utilizes a discounted cash flow methodology in appraisal proceedings.
Continue Reading Valuation Methodologies in Appraisal Proceedings (Part II)
Mergers and Acquisitions
BUSINESS JUDGMENT RULE DEEMED THE APPLICABLE STANDARD IN GOING PRIVATE MERGER WHERE TRANSACTION APPROVED BY SPECIAL COMMITTEE AND MAJORITY OF THE MINORITY
By Sheldon Rennie on
Addressing an issue that has been for the first time squarely presented to any Delaware Court, the Court of Chancery in In Re MFW Shareholders Litigation, C.A. No. 6566-CS…
Court Denies Motion to Expedite; Delay Added to Plaintiff’s Burden
By Fox Rothschild LLP on
In the recent decision of Ehlen v. Conceptus, Inc., C.A. No. 8560-VCG (Del. Ch. May 24, 2013), the Court of Chancery ruled on a motion to expedite filed…
Continue Reading Court Denies Motion to Expedite; Delay Added to Plaintiff’s Burden
Attorneys’ Fees Awarded in Disclosure Only Settlement
By Fox Rothschild LLP on
In the case of In re: Paetec Holding Corp. Shareholders Litigation, C.A. No. 6771-VCG (Del. Ch. Mar. 19, 2013), the Court of Chancery awarded attorneys’ fees in the…
Continue Reading Attorneys’ Fees Awarded in Disclosure Only Settlement
Delaware Supreme Court Affirms Chancery Decision Enjoining Hostile Bid
By Fox Rothschild LLP on
On May 31, 2012, the Delaware Supreme Court affirmed the decision of the Court of Chancery, in the matter of Vulcan Materials, Inc. v. Martin Marietta Materials, Inc., C.A. …
Continue Reading Delaware Supreme Court Affirms Chancery Decision Enjoining Hostile Bid
Appraisal Actions Must Be Instituted Separately From Claims of Wrongdoing Against Directors and Officers, With One Exception
By Sheldon Rennie on
It is not uncommon for shareholders who seek appraisal of their shares, pursuant to Section 262 of the Delaware General Code (“DGCL”) in objection to a merger, to also pursue…
Court Reinforces Principle that in Most Circumstances Appraisal is the Exclusive Remedy in Connection With a Short Form Merger
By Sheldon Rennie on
On January 10, 2012, in the case of In Re Appraisal of the Aristotle Corporation, the Delaware Court of Chancery addressed an issue of first impression with respect to…
Continue Reading Court Reinforces Principle that in Most Circumstances Appraisal is the Exclusive Remedy in Connection With a Short Form Merger