Appraisal Rights

DECEMBER 31, 2019

The Brazilian government proposes strengthening protections for minority shareholders in the wake of corruption scandals, such as Petrobras. The new law would allow minority shareholders the right to seek judicial compensation in the event of misconduct by the company’s board. Shareholders of Brazilian corporations are already entitled to appraisal rights, subject to a few exceptions , and thus the new rules would provide minority shareholders with additional tools to enforce corporate governanc

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DECEMBER 6, 2019

“When should I contact my M&A attorney?” On this episode of “The Deal – Unscripted”, we’re talking about what is involved in the M&A process and the benefits M&A attorneys provide with Kathryn Hickey of PilieroMazza. You won’t want to miss this one! [link].

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Cooley M&A

JULY 19, 2019

On July 9, 2019, the UK Information Commissioner’s Office (ICO) publicly announced its intent to impose a £99M (approximately $123M) GDPR fine on Marriott as a result of its acquisition of Starwood and the subsequent discovery and notification of a data breach at Starwood. While some may view this as the ICO simply continuing to flex its muscle (in light of news of a £183M (approximately $123M) British Airways fine a day earlier), the Marriott fine and others likely to follow could have signific

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RC & Co.

JULY 18, 2019

ESOP is short for an Employee Stock Ownership Plan and is an employee retirement plan as well as a technique of corporate finance. An ESOP can be used to finance the transition of ownership, raise new equity capital, refinance outstanding debt or acquire productive assets. ESOPs can also be used to increase cash flow by making plan contributions in stock instead of cash.

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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

IBG Business

JULY 1, 2019

The Most Important Decision a Business Owner Will Ever Make. Sooner or later, as the owner of a privately held company, you are going to sell your business. The thought of it can be overwhelming and confusing. The question is how can you ensure that you receive the best price and most favorable terms with the least amount of stress? Business valuation and sales expert Richard Mowrey shows you exactly when and how to successfully sell your business through an actionable, financially rewarding ser

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Sun M&A

JULY 16, 2019

As a Business Valuation and Merger and Acquisition firm, we often receive the following question from entrepreneurial business owners – how do I know what my business is worth? Business owners are commonly looking for an estimate of value for partnership matters, succession planning or to determine if they should consider selling now or sometime in the future.

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Appraisal Rights

DECEMBER 23, 2019

Law360 highlights several appraisal decisions in its list of the biggest Delaware cases of 2019. The article notes that among the 2019’s notable Supreme Court decisions was Aruba Verition Partners Master Fund Ltd. et al. v. Aruba Networks Inc. , where the Court rejected reliance on Aruba’s stock price in determining fair value. The article also mentions two major decisions from the Delaware Court of Chancery – In re: Appraisal of Jarden Corp. , and In re: Appraisal of Columbia Pipeline Group In

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Appraisal Rights

DECEMBER 19, 2019

The case Dieckman v. Regency GP LP , No. CV 11130-CB, 2019 WL 5576886 (Del. Ch. Oct. 29, 2019) does not concern appraisal rights – at least not directly. But the history of the merger in that case is a valuable reminder that an investor expecting to use the appraisal remedy must follow the transaction from start to finish. In January 2015 ETP agreed to acquire Regency “for 0.4044 ETP units and $0.36 per common unit of Regency” quickly modified to “0.4066 ETP units plus $0.32”.

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Appraisal Rights

DECEMBER 18, 2019

As we’ve covered before , numerous investment funds support appraisal rights by setting out that they will vote for proposals to restore or add appraisal rights if those proposals are placed on a proxy ballot. Hancock Horizon, a Louisiana based investment fund, is yet another investor supporting appraisal via its proxy materials. Hancock Horizon, like many other funds, states that it votes on mergers on a case by case basis.

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Appraisal Rights

DECEMBER 17, 2019

Whether communications or work product by a third party destroy the privilege enjoyed between attorney and client is a hotly contested issue in litigation, and appraisal is no exception. For instance, the New York Appellate Division recently held that a valuation report created by a third-party consulting firm to appraise the plaintiff’s stock in the company was not protected by attorney-client privilege.

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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

Corporate Finance

Appraisal Rights

DECEMBER 12, 2019

One of the instrumental rights corporate statutes bestow upon shareholders is the appraisal right. This right allows dissenting shareholders of a target company in a corporate control transaction (i.e. mergers and acquisitions) to receive better value for their shares as it is determined by the judiciary. The Saudi Arabian Companies Law of 2015 (CL), nonetheless, did not prescribe such a remedy, nor did any other implementing regulations stipulate this right for shareholders.

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Appraisal Rights

DECEMBER 11, 2019

Investment manager Russell Investments’ proxy guidelines lay out that the manager will “vote for proposals to restore, or provide shareholders with, rights of appraisal[.]” This, despite the same guidelines setting out a general rule that Russell will vote for mergers themselves if Glass Lewis suggests a “for” vote, except for case by case instances.

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Appraisal Rights

DECEMBER 10, 2019

Boston Partners, a Massachusetts based investment fund with over $85BB AUM, is in favor of providing appraisal rights – according to its proxy voting policies. While Boston Partners votes on mergers on a “case-by-case” basis, certainly considering numerous elements, it is unequivocal in its support for proposals to restore or provide appraisal rights to shareholders.

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Appraisal Rights

DECEMBER 9, 2019

Domini Investment Trust is a “women-led SEC registered investment adviser specializing exclusively in impact investing.” Domini’s proxy voting guidelines for 2019 set out that while Domini analyzes mergers on a “case-by-case” basis, it will vote for appraisal rights proposals. As we’ve blogged about before, and will be covering this month, investors’ proxy guidelines often favor appraisal rights, helping confirm the value of these rights to shareholders.

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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.

Marketability

Quantive

DECEMBER 5, 2019

“What is the impact of a security breach?” On this episode of “The Deal – Unscripted”, we’re talking about the potential impact, cost of a security breach and the actions companies can take to prevent attacks with Daniel Chew of CrossCountry Consulting. You won’t want to miss this one! [link].

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Appraisal Rights

NOVEMBER 25, 2019

Valuation firm Willamette Management Associates has put out a pair of articles discussing the calculation and treatment of synergies in appraisal actions. At least in Delaware, the value of an appraisal petitioner’s shares is to be fixed as the fair value of the company less synergies. Synergies can thus become a significant battleground in an appraisal action – and can result in rulings below merger price.

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Appraisal Rights

NOVEMBER 21, 2019

Recently, Vice Chancellor Slights refused to grant Carl Icahn and affiliates’ novel request for a company’s books and records in order to mount a proxy contest against Occidental for agreeing to an allegedly bad deal with Anadarko. The Vice Chancellor ruled that furthering a proxy contest was not a “proper purpose” to support the activist investors’ demand to inspect the corporation’s books and records under section 220 of the DGCL.

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Appraisal Rights

NOVEMBER 18, 2019

In this paper, published in 2015 in Investment Management and Financial Innovations , the authors examined multiple valuation methods for a specific data set: in this case, Slovakian mining companies. Comparing multiple valuation methods, including a discounted cash flow, economic value, and iterative approach, the authors note that the DCF yielded the lowest valuation, whereas the other methods yielded higher amounts (though the iterative method did so with much higher volatility, represented b

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Appraisal Rights

NOVEMBER 14, 2019

When considering how to structure a deal – consider appraisal. That’s one of the takeaways from a detailed M&A presentation by lawyers at Morgan Lewis. As we’ve covered before , the existence of appraisal rights, how they may be exercised, and what percentage of shareholders may exercise appraisal rights are considerations for deal lawyers and, of course, the buyer itself.

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Appraisal Rights

NOVEMBER 12, 2019

The Texas Court of Appeals recently held that shareholders exercising their appraisal rights under Section 10.354(a) of the Texas Business Organizations Code are not entitled to a jury trial, because appraisal is specially created and controlled by statute. Pursuant to section 10.361(e) of the Code, the court determines which owners have perfected their appraisal rights and appoints an appraiser to determine the fair value of their ownership interest.

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NOVEMBER 8, 2019

“How can entrepreneurs diversify into assets outside of their business?” On this episode of “The Deal – Unscripted”, we’re talking about what is involved in developing a retirement plan for entrepreneurs and the importance of managing stand-alone risk by diversifying their assets with Sterling Neblett of Centurion Wealth Management.

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Appraisal Rights

NOVEMBER 7, 2019

On Nov. 5, 2019, PLI hosted a roundtable on Delaware developments at the 50 th Annual Institute on Securities Regulation, where the speakers discussed recent Delaware appraisal decisions. The panel consisted of Patricia O. Vella, Lawrence A. Hamermesh, Lisa A. Schmidt, and the Honorable Collins J. Seitz Jr. Webinar registration can be accessed here.

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NOVEMBER 6, 2019

“What should business owners consider when taking on debt?” We’re talking about the ways small companies find debt financing and the terms and conditions they should be aware of with Jed Fochtman of Capital Advisors LLC. Tune in now! [link].

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Appraisal Rights

OCTOBER 31, 2019

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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Appraisal Rights

OCTOBER 24, 2019

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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OCTOBER 17, 2019

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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OCTOBER 16, 2019

“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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Appraisal Rights

OCTOBER 11, 2019

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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Appraisal Rights

OCTOBER 10, 2019

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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OCTOBER 9, 2019

This year at Exit Planning Institute‘s 2019 Excellence in Exit Planning Awards, Dan Doran was awarded Exit Planner of the Year! This award is named after EPI cofounder, Peter Christman, and is the highest honor that you can receive in the exit planning industry. Please join us in congratulating Dan on such a fantastic achievement!

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OCTOBER 9, 2019

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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Appraisal Rights

OCTOBER 3, 2019

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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Appraisal Rights

OCTOBER 2, 2019

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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Quantive

OCTOBER 1, 2019

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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