October 31, 2016

Negotiating Appraisal Conditions in Public M&A

Appraisal rights are getting more attention in public M&A deals & appraisal conditions appear to be making a bit of a comeback.  This Cleary blog discusses these developments & provides some thoughts on how a buyer should approach negotiating appraisal conditions.  Here’s the intro:

Appraisal rights in public M&A transactions have recently garnered greater attention, particularly in Delaware.  As a result, more attention is being paid to the possible inclusion of a closing condition protecting the acquiror against excessive use of appraisal rights, and this should lead to careful attention being paid to the negotiation and drafting of any such conditions and related provisions.  Discussed below are some of the reasons for this greater attention, and suggestions regarding negotiating and drafting such provisions.

The blog addresses key issues in negotiating appraisal conditions for both one-step mergers & two-step deals incorporating a tender offer under Section 251(h) of the DGCL.

John Jenkins