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.