Wilmington partners Michael J. Maimone and Joseph C. Schoell authored “When To Seek Appraisal: A New Checklist” and “Revisiting When — And When Not — To Seek Appraisal” for Law360.

In “When To Seek Appraisal: A New Checklist,” Mike and Joe reference a Delaware Supreme Court opinion and examine a checklist that stockholders and their advisors may utilize in determining whether stockholders should seek appraisal. This piece analyzes the historical purpose of statutory appraisal, the relatively recent phenomenon of appraisal arbitrage and the development of this checklist by the Supreme Court to counter appraisal arbitrage.

In the subsequent piece, “Revisiting When — And When Not — To Seek Appraisal,” they weigh in on the current scope and utility of appraisal, discuss the fiduciary duties of loyalty and care, examine the interesting (and, probably, unintended) relationship between Section 262 of Delaware’s General Corporation Law, or DGCL, and Section 102(b)(7) of the DGCL, and identify certain factual scenarios where an appraisal proceeding may be an appropriate option for stockholders to pursue.

Read “When To Seek Appraisal: A New Checklist.”

Read “Revisiting When — And When Not — To Seek Appraisal.”

Source: Law360