PetSmart Is A Significant Loss For Appraisal Arbitrageurs

By Christopher Kelly and Mathew Golden ( June 29, 2017, 12:10 PM EDT) -- Well-known to deal lawyers and their clients is the rise of "appraisal arbitrage." Under Delaware law, stockholders of a Delaware corporation acquired in a merger or consolidation generally may seek appraisal from the Delaware Court of Chancery of the "fair value" of their shares of stock, subject to certain conditions and exceptions outlined in Delaware's appraisal statute, Section 262 of the Delaware General Corporation Law. The legislative purpose behind that statute is to provide relief to stockholders dissenting from a merger on the basis of inadequacy of price — a statutory replacement for the common law rule that a single stockholder could block a merger. In the last few years, however, opportunistic hedge funds have exploited the statutory remedy as an investment strategy by buying stock in target companies after announcements of mergers for the purpose of seeking appraisal....

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