Stay current on changes and developments in corporate law with a wide variety of resources and tools.
Dec. 12 — Grant & Eisenhofer PA was appointed lead counsel in an appraisal action to determine the fair value of Rouse Properties Inc. shares after the company’s $2.8 billion acquisition by Brookfield Asset Management Inc. ( In re Appraisal of Rouse Props. Inc. , 2016 BL 411262, Del. Ch., No. 12609-VCS, 12/8/16 ).
Vice Chancellor Joseph R. Slights III Dec. 8 found that the Delaware Chancery Court could appoint a lead counsel in the proceeding over the objections of some of the petitioning shareholders.
The court said the case was “uncommon” given that the two groups of shareholders that filed appraisal petitions after the merger couldn’t agree on a unified approach for their claims.
“When the various petitioners do not agree, there may well be cases where the Court determines it is best to allow each petitioner to chart its own course without consolidation or coordination,” Slights said. “This is not such a case.”
Rouse, a New York-based real estate investment trust whose portfolio includes 35 malls and retail centers in 21 states, announced in February that it would be acquired by a Brookfield Asset Management affiliate for $18.25 per share in an all-cash transaction. The deal closed in July.
Shareholders represented by law firm Ashby & Geddes PA had opposed a request to appoint lead counsel. They argued that doing so would infringe upon their statutory right to participate fully in the proceeding.
However, Slights disagreed with this interpretation of Delaware’s appraisal statute. It is not reasonable to interpret the statute “as guaranteeing a dissenting stockholder who has filed a petition the right to separately prosecute the petition in consolidated appraisal litigation with the counsel of its choosing,” he said.
The court also found that appointing Grant & Eisenhofer was appropriate, giving “great weight” to the fact that the firm represents shareholders with a larger economic stake. It said the shareholders collectively owned about 75 percent of the shares entitled to an appraisal.
To contact the reporter on this story: Michael Greene in Washington at mGreene@bna.com
To contact the editor responsible for this story: Yin Wilczek at firstname.lastname@example.org
The opinion is available at http://www.bloomberglaw.com/public/document/Sunrise_Partners_Limited_Partnership_Petitioner_v_Rouse_Propertie.
Copyright © 2016 The Bureau of National Affairs, Inc. All Rights Reserved.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)