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    11.28.12 Panel Discussion: The Promise and Perils of Shareholder Appraisal in Delaware

    Wednesday, November 28
    5:00 - 7:00 pm

    Subotnick Center
    250 Joralemon Street
    Brooklyn

    Sponsored by the Center for the Study of Business Law and Regulation

    Speaker
    Vice Chancellor J. Travis Laster, Delaware Court of Chancery

    Panelists
    T. Brad Davey, Potter Anderson & Corroon LLP
    David A. Jenkins, Smith Katzenstein Jenkins LLP
    Paul K. Rowe, Wachtell Lipton Rosen & Katz

    Moderator
    Professor Minor Myers, Brooklyn Law School

    About the Discussion
    In public company mergers, the shareholder's appraisal right has long been regarded as a remedy that is risky, procedurally burdensome, and rarely invoked. But a number of recent developments in Delaware have turned appraisal into an area of hot conflict. Dissenting shareholders may now acquire shares and pursue appraisal even if they cannot vote against the merger, a traditional precondition for the remedy. This sets the stage for a market in appraisal claims, and investment funds may now view pursuing appraisal rights as a viable strategy. In addition, the emergence of quasi-appraisal as a remedy for post-closing disclosure violations may offer shareholders additional avenues for relief. At the same time, it may also alter the dynamics in more traditional merger litigation prior to closing. Are these developments that shareholders should welcome or fear? This program—featuring a leading Delaware jurist and a panel of prominent corporate litigators—will consider the future of appraisal in Delaware.

Bill Heller

View video of the Conversation with Bill Heller, General Counsel to the New York Giants