Appraisal Rights

FEBRUARY 7, 2020

Panera , the most recent Delaware appraisal case involving a public company, was decided by the Chancery court last week. A major takeaway from the case: prepayment does not allow for a refund. Commentary has been coming in, including these highlights: • Law360 : Panera case “nods” to deal price. {$$$}. • Law firm : Panera reaffirms existing guidance; tells Boards of Directors they need a strong record of attention to performance and market over time. • World of Securities Regulation : Lack of c

Appraisal 52

Appraisal Marketability 52

Appraisal Rights

FEBRUARY 6, 2020

Last week, the Delaware Chancery Court decided the Panera case.* While awarding deal price, the Court also decided a question involving prepayment – and whether there can be refunds – for the first time. The Court decided that, based on the statutory text, refunds of prepayment are not allowed. In other words: when a company prepays a portion of, or all of, the merger consideration, those funds are not subject to clawback no matter what the Court were to rule on fair value.

Appraisal 52

Appraisal 52

Appraisal Rights

FEBRUARY 3, 2020

Turkish Commercial Code No. 6102 grants a number of specific rights to minority shareholders representing at least 10% of share capital in a non-public joint stock company, with the aim of protecting them against majority shareholders or company management. These rights, which might affect significant functions, can be briefly explained as follows: Minority shareholders may request the board of directors invite a general assembly meeting or request inclusion of an additional agenda item for the

Dividends 52

Dividends Marketability 52

Appraisal Rights

FEBRUARY 5, 2020

In a recent appraisal decision, Delaware Vice Chancellor Slights III awarded investors a 12% premium above deal price, fully adopting the discounted cash flow analysis Petitioners tendered, except for one minor adjustment. The case involved a three-way business combination of a privately held target turned public without minority shareholder approval.

Discounted Cash Flow 40

Discounted Cash Flow Appraisal Marketability 40

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