October, 2019

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Delaware “First State Update” Highlights Recent Amendments to Contractual Appraisal Rights

Appraisal Rights

On Oct. 24, Potter Anderson & Corroon LLP presented a webinar on the Delaware Limited Liability Company Act (DLLCA), including amendments to contractual appraisal rights. We noted previously that this update was occurring. The webinar highlighted that this year’s amendments to the DLLCA now provide for contractual appraisal rights in new situations.

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Episode #7: Interview with Luke Conger & Derek Winn

Quantive

We’ve got a full house this episode! Luke Conger and Derek Winn are joining us in the studio for a discussion on how insurance can be a valuable asset for a company to have at the closing table. Tune in now! [link].

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Del. Gov. Nominates Justice Seitz to Head Del. Supreme Court; VC Montgomery-Reeves Nominated to Del. Supreme

Appraisal Rights

Delaware’s Governor has made a double nomination to fill departing Chief Justice Leo Strine Jr.’s seat on the Delaware Supreme Court. Current Delaware Supreme Court Justice Collins J. Seitz Jr. has been nominated to take the role of Chief, and Vice Chancellor Tamika Montgomery-Reeves has been nominated to fill Justice Seitz’s seat. With respect to appraisal and how these nominations may ultimately shape Delaware law, Law360 [$$$] quotes Professor Minor Myers as saying “Given Seitz’s experience

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Episode #8: Interview with Daniel Graff | Part 1

Quantive

“When should I start planning for retirement?” On this episode of “The Deal – Unscripted” we’re talking to Dan Graff of Sullivan Bruyette Speros and Blayney about what is involved in developing a retirement plan for entrepreneurs and when they should start planning to exit their business. You won’t want to miss this one! [link].

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How to Leverage Intent Data for Better Outcomes

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.

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Is the EU the Next Frontier of Appraisal?

Appraisal Rights

For those interested in appraisal outside the US, the recent text Cross-Border Mergers , now available, containing a chapter on EU appraisal and a discussion of why the EU has not seen a rise in appraisal activity – unlike the US. We thank the author of the chapter, Professor Seretakis, for the excerpt below: Appraisal rights, a protection mechanism for minority shareholders, have recently captured the attention of academics and policymakers.

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Delaware “First State Update” Will Update on Contractual Appraisal

Appraisal Rights

On October 24 th , LexisNexis, CSC, and law firm Potter Anderson & Corroon LLP will present a webinar on the Delaware Limited Liability Company Act, covering 2019 amendments and recent caselaw. Topics will include contractual appraisal rights – as well as mechanical issues involving electronic signatures, LLC series and other changes. The webinar registration can be access here.

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Episode #6: Interview with Greg Smith

Quantive

On this episode of “The Deal – Unscripted” we’re talking about the lending environment as well as the process and procedures that go into putting together a transaction with Greg Smith of M&T Bank. You won’t want to miss this one!

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Guest Post: Reviewing Appraisal Rights in Turkey

Appraisal Rights

Turkish Commercial Code No. 6102 (TCC), which entered into force on July 1, 2012, brought many novelties to form a modern vision of commercial law, whereas the former rules were inadequate to meet the needs of the practice. The focus was mainly on transparency, auditability, and equivalence among shareholders, and the relevant legislation has adopted new principles with respect to corporate governance and shareholders’ rights.

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Insurance Action Stemming From Appraisal Gets Direct Road to Del. Supreme Court

Appraisal Rights

Per Law360 [$$$], the Delaware Superior Court granted a joint motion for interlocutory appeal from its prior order denying summary judgment to the insurers and causing a flurry of analysis of the opinion, which opened the door for D&O insurance to cover appraisal claim defense costs and prejudgment interest. See our prior coverage here and here.

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It’s 4Q and We’re Coming in Hot! What to Expect from Quantive

Quantive

Hey folks! Checking in as we turn the page into 4Q19- and it’s a busy quarter we have coming up! Like you we’re wrapping up loose ends, grinding on big projects, and buckling down to hit revenue targets.

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Statement of Cash Flows vs. Cash Flow Statement

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

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Aligning Shareholder Intent: Buy-sell, Managing Partners, and Adding Value

Quantive

A group of operating shareholders can add strength and bench depth to a company. However, we’ve also seen the horror stories that stem from shareholders that have different ideas on the direction of the company, growth, or their own roles and workload within a company. Join us October 16th for our panel discussion on all the […].

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South Africa: Mechanics of Appraisal Examined

Appraisal Rights

South African firm Cliffe Dekker Hofmeyr (CDH) has published this analysis discussing the mechanics of South African appraisal – a jurisdiction we’ve covered multiple times before. The relatively new appraisal remedy in that country is maturing quickly as courts continue to grapple with various appraisal issues. In the most analysis, CDH discusses a case where a shareholder dissents from the merger, ‘demanded’ appraisal by instituting an appraisal application for determination of fair value, but

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Hedge Fund Launches New Appraisal Fund

Appraisal Rights

Camelot Portfolios, an Ohio-based investment fund, is launching a new appraisal-focused fund. Camelot is no stranger to the space, since it uses appraisal strategies in an existing fund. The new fund will join a number of other funds offering exposure to appraisal strategies. Appraisal arbitrage has long been a strategy of certain investment funds; the strategy isn’t new (see, e.g., this 2007 presentation on the topic), but remains somewhat misunderstood within the larger world of appraisal righ

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Investment Manager: Vote for Appraisal Rights

Appraisal Rights

Loomis Sayles, an investment manager based in Boston, includes in its proxy voting guidelines {page A-100} a rule to vote “for proposals to restore, or provide shareholders with, rights of appraisal.” This is similar to a number of other investors we have previously covered – including pension funds , state investment boards , major proxy services , and other investment managers.

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Mastering Intent Data: Understanding its Importance & Best Practices

Speaker: Joe Apfelbaum, CEO of Ajax Union

In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.

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Episode #8: Interview with Daniel Graff | Part 3

Quantive

“When should I start planning for retirement?” On this episode of “The Deal – Unscripted” we’re talking to Dan Graff of Sullivan Bruyette Speros and Blayney about what is involved in developing a retirement plan for entrepreneurs and when they should start planning to exit their business. You won’t want to miss this one! [link].

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Episode #8: Interview with Daniel Graff | Part 2

Quantive

“When should I start planning for retirement?” On this episode of “The Deal – Unscripted” we’re talking to Dan Graff of Sullivan Bruyette Speros and Blayney about what is involved in developing a retirement plan for entrepreneurs and when they should start planning to exit their business. You won’t want to miss this one! [link].

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Texas Appraisal: Freeze-Outs

Appraisal Rights

JD Supra posted about the availability of freeze-out mergers as a legal avenue for majority owners of private companies in Texas. The author noted that the freeze-out merger is a legal avenue that is “used with some regularity in Texas and is rarely disallowed by the governance documents of most companies.” According to the post, minority members who are being frozen out may be able to exercise their dissenter rights and receive “fair value for their interests.