Tagged: statutory appraisal rights

Reverse Veil Piercing

Under Delaware law, the doctrine of “piercing the corporate veil” has traditionally been used only in circumstances where there has been serious misconduct, and in such cases the Delaware courts have only applied this doctrine to put aside the limited liability of an entity in order to hold its equityholders or directors personally liable for the company’s actions or debts. Until recently, the Delaware Chancery Court has not taken on a case where a plaintiff sought to pierce the corporate...

Mergers Involving Delaware LLCs Don’t Trigger Appraisal Rights – Except When They Do

When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent to the transaction – particularly where it is expected that a portion of the shareholder base will not approve of the transaction. Section 262 of the Delaware General Corporation Law protects shareholders of Delaware corporations who do not consent to a merger...