Broadcast Date: Monday, August 23, 2021
from 12:00 pm to 1:00 pm (ET)
Overview:
Important concerns and notable court rulings are continuously shaping the appraisal litigation landscape. Key issues that are expected to make a wide range of implications in this area of law include the rising appraisals in the Cayman Islands due to the recent Cayman court decisions under Section 238 of the Cayman Companies Act. However, with several cases still pending, additional changes and issues may continue to proliferate leaving ambiguities for companies and their counsel. Thus, they must keep themselves updated with the recent developments, policies, and risk mitigation strategies to overcome potential litigation challenges.
In this CLE program, appraisal litigation experts Timothy McAnally (The Brattle Group) and Paul Madden (Harneys) will provide the audience with an in-depth analysis of the significant trends and developments in appraisal litigation. Speakers will also discuss the implications of these developments as well as the recent and pending court rulings to identify and provide best litigation practices crucial in mitigating litigation risks.
Some of the major topics that will be covered in this course are:
- Appraisal Litigation – A Legal Primer
- Recent Trends and Developments
- Legal Overview of Section 238
- Appraisals from Delaware to Cayman Court
- Implications of Cayman Island Appraisal Rights
- Notable Court Rulings
- Practical Litigation Tips and Strategies
- What Lies Ahead
Credit:
Course Level:
Intermediate
Advance Preparation:
Print and review course materials
Method of Presentation:
On-demand Webcast (CLE)
Prerequisite:
General knowledge of appraisal litigation
Course Code:
149214
NY Category of CLE Credit:
Areas of Professional Practice
Total Credit:
1.0 CLE
How to Claim CLE Credits Per State:
https://knowledgewebcasts.com/how-to-claim-cle-credits-per-state/
CLE State Requirements:
https://knowledgewebcasts.com/cle-state-requirements/
CPE State Requirements:
Speaker Panel:
Timothy McAnally, Principal
The Brattle Group
Mr. McAnally is a principal in Brattle’s Chicago office and is co-practice leader of the M&A Litigation practice. Mr. McAnally specializes in the financial analysis of merger and acquisition (M&A) disputes, firm valuation, and bankruptcy and solvency.
Mr. McAnally has consulted on valuation issues related to M&A disputes including appraisal actions, breaches of fiduciary duty, and MAE claims in the Delaware Court of Chancery, various state courts, and the Cayman Islands. He has also assessed solvency likelihood in “ability-to-pay” claims. Mr. McAnally’s case experience covers a wide range of industries including financial services, education, consumer products, health care, and telecommunications.
Paul Madden, Partner
Harneys
Paul Madden is a partner in Harney’s Cayman office and is co-head of the Mergers and Securities disputes team. He specialises in insolvency and commercial litigation, with a particular focus on shareholder appraisal litigation. His clientele includes hedge funds, insolvency practitioners, international financial institutions and directors.
Prior to joining Harneys in 2015, Paul worked for A&L Goodbody and McCann FitzGerald. Paul has extensive shareholder appraisal litigation and liquidation experience. He also has significant experience advising financial institutions and shareholders in commercial disputes. Paul also has experience dealing with financial regulators in various jurisdictions.
Agenda:
Timothy McAnally, Principal
The Brattle Group
Paul Madden, Partner
Harneys
- Introduction of speakers
- Introduction of appraisal
- What is appraisal?
- Where can shareholders seek appraisal?
- What is being valued?
- Rise and Fall of Appraisal in Delaware
- Statistics on the number of cases over past 10 years
- Outcome (premium/discount to deal price)
- Methods used by vice chancellors and chancellors
- Delaware Appraisal: Primacy of Deal Price Post Dell/DFC/Aruba
- Different ways courts have determined fair value (along with examples) post Dell/DFC/Aruba
- Unaffected Market Price
- Deal Price
- Deal Price less synergies
- DCF
- Rise of Appraisal in Cayman
- Statistics on the number of cases over past 10 years
- Outcome (premium/discount to deal price)
- Methods used by judges to determine fair value
- Difference Between Cayman and Delaware
- What is being valued, discovery, process, use of experts, date of valuation, costs
- Reasons Why Courts Chose One Method Over Another
- Is the company publicly traded or private
- If publicly traded
- Does the stock trade in an efficient market? Typical analyses used to determine if a stock trades in an efficient market
- Is there material non-public information (MNPI) that is not incorporated in stock price
- Are there events between signing and closing that could have impacted the value of the stock
- Is the deal process “robust”
- Is there material non-public information (MNPI) that buyer is aware of
- Are there synergies? Are those synergies identifiable, measurable, and were considered by the buyer at the time of the transaction?
- Are there events between signing and closing that could impacted the value of the merger consideration
- Projections
- Are projections reliable?
- Were they prepared in the ordinary course
- Different ways courts have determined fair value (along with examples) post Dell/DFC/Aruba
Date & Time:
Monday, August 23, 2021
12:00 pm to 1:00 pm (ET)
Who Should Attend:
- Real Estate Appraisers
- Real Estate Brokers
- Investors and Shareholders
- CPAs
- Chief Financial Officers
- Land Planners
- Bankers
- Compliance Officers
- Legal Counsel
- Business Consultants
- Business Owners
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