February 28, 2020

Statutory Appraisal

“There must be a better way to run a railroad”

Litigation partners Michael Maimone and Joseph Schoell co-authored an article for The M&A Journal regarding the appraisal checklist established by the Delaware Court of Chancery in connection with recent Chancery Court decisions. The checklist poses basic litmus-test test questions in deciding whether to seek statutory appraisal or commence a fiduciary action.

Maimone and Schoell further illustrate that although the complexities associated with determining fair value may be numerous, the most difficult task confronting the Chancery Court is determining fair value in the context of an inadequate sale process, because the lack of an adequate process offers the Chancery Court no benchmark (deal price) to rely upon in relation to determining fair market value.

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