Dorsey Deal Dividends header image

Tagged: appraisal rights

Practice Pointers

January 2023 Semi-Annual M&A Update

On January 25, Dorsey attorneys, Brian Burke, Amelia Messa and Jonathan Van Horn presented a review of corporate, alternative entity and antitrust law developments of interest to the M&A practitioner, including the latest Delaware court decisions. Highlights from this presentation include discussion on appraisal rights, fraud, SPACs, non-competition agreements, choice of law, change in control provisions and personal jurisdiction. Watch the presentation here.

Delaware Law

Mergers Involving Delaware LLCs Don’t Trigger Appraisal Rights – Except When They Do

When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent to the transaction – particularly where it is expected that a portion of the shareholder base will not approve of the transaction. Section 262 of the Delaware General Corporation Law protects shareholders of Delaware corporations who do not consent to a merger...