Probably – at least according to this analysis posted on the Harvard Corporate Governance Forum. The analysis provides extensive discussion of Norcraft and Solera**, two recent decisions we’ve also noted.
The authors conclusion will be familiar to regular readers of this blog: “appraisal decisions likely will continue to focus on many of the same issues that courts examine when considering breach of fiduciary duty claims in the merger context as well as assessing whether the seller’s stock trades in an efficient market.” As other authors have suggested, sales process and market efficiency may be the new focus of appraisal proceedings – seemingly a litigation crossover from fiduciary duty litigation (as to process) and fraud litigation (market efficiency).
** This firm is counsel of record to petitioners in the Solera matter.
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