Appraisal Rights
MARCH 10, 2017
Cooley LLP highlights that increased appraisals are being factored into mergers. Following up on a previous piece , Cooley LLP notes that appraisal costs can be large, referencing the over $50 million added to the merger price in Dell, and further comments on the rise of appraisal claims, which Cooley calculates as a 267% increase from 2012 to 2016.
Cooley M&A
MARCH 9, 2017
Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to operate the business post closing that it had at signing. However, if not carefully considered, purchase price adjustment disputes may result in an unintended renegotiation of the purchase price after the closing in a way that significantly changes the economics of the tran
Appraisal Rights
MARCH 8, 2017
In a recent podcast , the Columbia Law School BlueSky Blog features Delaware Vice Chancellor Laster – whose appraisal decisions we have covered repeatedly – discussing the appraisal remedy. While the entire podcast is certainly worth a listen, some important topics include the history of appraisal (~1:30); when markets may depart from fair value (~5:50); how appraisal may act as a reserve price (~9:30); the discovery burden in appraisal (~14:20); interest rates and the relevance of int
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