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Mergers & Acquisitions, Columns

Apr 03, 2018

Proposed Delaware Amendments Would Limit Appraisal Rights in Two-Step Mergers

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Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of stockholders, thereby reducing the time between signing and closing a transaction.  A recently proposed amendment to §262 of the DGCL would eliminate an inconsistency that has persisted in the treatment of dissenters’ appraisal rights in long-form mergers and two-step transactions.  Will these changes make two-step transactions under §251(h) even more attractive to dealmakers going forward?

Read the full article here.

Authors and Contributors

George Casey

Partner

Mergers & Acquisitions

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Scott Petepiece

Partner

Mergers & Acquisitions

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Robert Katz

Partner

Mergers & Acquisitions

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Richard Fischetti

Partner

Mergers & Acquisitions

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Alan S. Goudiss

Partner

Litigation

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K. Mallory Brennan

Partner

Litigation

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New York