Bloomberg BNA’s Corporate Law & Accountability Report is available on the Corporate Law Resource Center. This news service keeps corporate practitioners informed of legal developments of...
By Michael Greene
March 19 — The Delaware State Bar Association has green-lighted two proposed amendments to Delaware's appraisal statute.
The Executive Committee of the Bar approved the modifications to Delaware General Corporation Law §262 March 19, less than a week after it was approved by the Corporation Law Section, according to Norman Monhait, chairman of the section and shareholder with Rosenthal, Monhait & Goddess, P.A.
The proposed amendments—designed to address concerns that the appraisal stature is being abused—still need a legislative sponsor to introduce them before the Delaware General Assembly can vote on them.
The first modification seeks to eliminate “nuisance” appraisal claims by creating a de minimis exception that would limit such claims in public company transactions.
The second modification would provide corporations with the option of limiting the accrual of interest on appraisal awards.
According to a Delaware News-Journal report, Dole Food Company Inc. has suggested that it would consider moving out of the state if the legislature does not act to address concerns over abusive appraisal-related litigation. Dole has been mired in several recent cases related to §262.
The council also introduced amendments related to exclusive forum selection provisions and fee-shifting bylaws in the March 6 package. The fee-shifting and forum selection proposals are expected to be considered at a section meeting to be scheduled in early April.
The FAQs that accompanied the council's proposals state: “These appraisal measures, together with the forum selection provisions, should provide significant relief to corporations that believe that they are being victimized by abusive litigation tactics.”
To contact the reporter on this story: Michael Greene in Washington at email@example.com
To contact the editor responsible for this story: Ryan Tuck at firstname.lastname@example.org
The proposed appraisal amendments are available at http://op.bna.com/car.nsf/r?Open=mgre-9ufsbs.
A summary of the proposed appraisal amendment is available at http://op.bna.com/car.nsf/r?Open=mgre-9ufseh.
The FAQs on the proposed amendments are available at http://op.bna.com/car.nsf/r?Open=mgre-9ufs9w.
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)