Project Reference

Project Activities

News Reports

Academic and Professional Views

Reference Material

Investment Management
- December 21, 2017 Forum Report: Reconsidering Appraisal Rights for Long Term Value Realization
- December 2013, Shareholder Forum: "Appraised Value Rights | A Summary for Investors" (4 pages, 110 KB, in PDF format)
Valuation Analysis
- February 14, 2017, Wei Jiang of Columbia Business School seminar presentation (video) in Columbia Business School Program for Financial Studies: "Disagreement on Valuation: How Appraisals Have Become Governance Remedy and Investment Arbitrage" [Applications of analytical expertise for investor realization of value in opportunistic company buyouts]
- Recent court views of "seemingly motivated analyses by financial advisors" and "widely divergent, litigation-driven expert valuations" as alternatives to actual investor analyses of intrinsic value (see also frequently cited earlier concerns of current Delaware Supreme Court Justice Strine while a Vice Chancellor in April 26, 2006, DE Open MRI Radiology Associates v. Howard B. Kessler, et al. (Consolidated C.A. No. 275-N): Opinion, pp. 23-24:"...I cannot shirk my duty to arrive at my own independent determination of value, regardless of whether the competing experts have provided widely divergent estimates of value, while supposedly using the same well-established principles of corporate finance."):
- July 9, 2015, CFA Institute: "In the News: Stock Valuation" [Summary of how professional investors analyze a company's intrinsic value]
- September 9, 2013, Jeremy D. Anderson, Erin C. E. Battersby and José P. Sierra of Fish & Richardson P.C., memorandum to Dell Valuation Trust: Delaware Appraisal of Fair Value for Standalone Buyouts (4 pages, 72 KB, in PDF format); see also subsequently published version, September 10, 2013, Jeremy D. Anderson and José P. Sierra of Fish & Richardson P.C. in Law360: "Unlocking Intrinsic Value Through Appraisal Rights"
- 2009, Lawrence A. Hamermesh of Widener University and Michael Wachter of University of Pennsylvania: "Rationalizing Appraisal Standards in Compulsory Buyouts" (49 pages, 316 KB, in PDF format); see also referenced 2005, Hamermesh and Wachter: "The Fair Value of Cornfields in Delaware Appraisal Laws" (48 pages, 442 KB, in PDF format)
Legal and Regulatory
- Delaware General Corporation Law, § 262. Appraisal Rights
- December 14, 2017, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al (Supreme Court of Delaware Case No. 565, 2016): Upon appeal from the Court of Chancery. REVERSED in part, AFFIRMED in part, and REMANDED (84 pages, 502 KB, in PDF format) [Court considers "fair value" defined by market pricing, eliminating appraisal as protection from opportunistic buyouts]
- December 8, 2016, In re Appraisal of Rouse Properties, Inc. (C.A. No. 12609-VCS): Memorandum Opinion and Order [Appointment of single lead counsel to support fiduciary duties of petitioners to all claimants and avoid "free rider" exploitation of services]
- July 21, 2015, Mannix v. Plasmanet, Inc. (C.A. No. 10502-CB): Memorandum Opinion [Decision supports settlement of non-petitioning claimants independently of petitioner]
- July 13, 2015, In Re: Appraisal of Dell, Inc. (Consol. C. A. No. 9322-VCL): Memorandum Opinion [Judge encourages review of antiquated ownership definition that requires dismissal of appraisal claims based on custodian administrative errors]; see also September 29, 2016, J. Travis Laster of the Court of Chancery of the State of Delaware, keynote speech to the Fall 2016 meeting of the Council of Institutional Investors: "The Block Chain Plunger: Using Technology to Clean Up Proxy Plumbing and Take Back the Vote" (24 pages, 284 KB, in PDF format) [Observations from Dell appraisal case of need for new processes to give investors effective control of stockholder rights]
- January 5, 2015, In RE Appraisal of Ancestry.Com, Inc. (CA No. 8173-VCG): Memorandum Opinion and Order and January 5, 2015, Merion Capital LP and Merion Capital II LP v. BMC Software, Inc. (CA No. 8900-VCG): Memorandum Opinion and Order [Decisions supporting "appraisal arbitrage" for shares bought after record date]
- December 9, 2014, In re Appraisal of Dole Food Company Inc. (Consolidated C.A. No. 9079-VCL): Opinion [Decision allows buyer discovery of petitioner valuations]