Appraisal Rights

AUGUST 31, 2018

Loeb Smith, a law firm with a Cayman office, provides this update on dissenters’ rights in the Cayman Islands, focusing on recent developments in interim payments. In reviewing the landscape of investor strategies regarding Cayman mergers, Loeb Smith also notes– as we have written about previously –“Information can also be disclosed during court proceedings for a judicial determination of the ‘fair value’ that could later lead to a securities class action in a US court or other jurisdiction wher

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Appraisal 52

Cooley M&A

AUGUST 7, 2018

In Elizabeth Morrison v. Ray Berry et. al., (dated July 9, 2018), the Delaware Supreme Court reversed the Delaware Chancery Court’s dismissal of deal litigation based on obtaining a cleansing vote under Corwin/Volcano because the defendants failed to show “as required under Corwin” that the vote was fully informed. The deal litigation arose from the sale of The Fresh Market to a private equity buyer through a cash tender offer that involved The Fresh Market’s founder and his son, who owned colle

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Appraisal Rights

AUGUST 22, 2018

What do companies need to include in appraisal notices? According to a recent analysis piece in Law360 [$$$], more than they currently disclose. Analyzing a July 2018 opinion by Chancellor Bouchard – Cirillo Family Trust v. Moezinia , No. 10116-CB – the authors of this piece discuss that “merely providing notice of a merger and the existence of appraisal rights is not sufficient” in an appraisal notice.

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Appraisal 52

Appraisal Rights

AUGUST 1, 2018

The Delaware Court of Chancery just issued two new appraisal rulings: Solera (C. Bouchard) : the Court awarded merger price less synergies, which comes out to 3.4% below deal price; we have previously reported on the Solera case here ; and. Norcraft (V.C. Slights) : the Court awarded a premium of 2.5% above deal price, relying on a DCF analysis and expressly rejecting a valuation based on merger price less synergies.

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Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

Marketability

Cooley M&A

AUGUST 1, 2018

On 24 July 2018, the UK government published details of its proposed new regime for the scrutiny of foreign investments that may have national security implications. The details are contained in the National Security and Investment White Paper and a draft Statutory Statement of Policy Intent (together, the “Proposals”). The Proposals build on the Government’s National Security and Infrastructure Investment Review Green Paper published in October 2017, which led to the introduct

Technology 52

Technology 52

Appraisal Rights

AUGUST 23, 2018

Cornerstone Research has published a review of 2017 M&A related litigation – and one of the findings is that new appraisal filings in 2017 fell from 2016 highs back to the number generated in 2015.

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Appraisal 40

Cooley M&A

AUGUST 15, 2018

On August 13, 2018, President Trump signed the John S. McCain National Defense Authorization Act for fiscal year 2019. The NDAA includes the Foreign Investment Risk Review Modernization Act, which expands the power of the Committee on Foreign Investment in the United States to review certain investments in US businesses by non-US entities and persons.

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