- Case Name:
- IN RE ISN SOFTWARE CORP. APPRAISAL LITIGATION
- Case Conclusion:
- Caption:
- Delaware Court of Chancery, C.A. No. 8388-VCG (as appealed: Delaware Supreme Court, No. 43, 2017)
- Keywords:
- Appraisal Action, Fair Value
- Industry:
- Software-as-a-Service
- Professionals:
- David G. Clarke, ASA, Joseph W. Thompson, CFA, ASA, William P. McInerney, ASA
Privately-held ISN Software Corp. experienced substantial growth in the years prior to a 2013 cash-out merger initiated by its founder and controlling shareholder William Addy. Two minority shareholders, Ad-Venture Capital Partners and Polaris, objected to the transaction and filed a petition in the Delaware Court of Chancery seeking appraisal of their shares.
see more... see less- Case Name:
- JOHN DOUGLAS DUNMIRE, ET AL., V. FARMERS & MERCHANTS BANCORP OF WESTERN PENNSYLVANIA, INC.
- Case Conclusion:
- Caption:
- Delaware Court of Chancery, C.A. No. 10589-CB
- Keywords:
- Appraisal Action, Fair Value
- Industry:
- Commercial Banking
- Professionals:
- Daniel R. Van Vleet, ASA
In October 2014, Farmers & Merchants Bancorp of Western Pennsylvania, Inc. (“F&M”) merged with neighboring community bank NexTier, Inc. (“NexTier”), in a stock-for-stock transaction (the “merger”). The 2.17 stock exchange ratio valued NexTier at $180 per share and F&M at $83 per share. John D. Dunmire and other F&M stockholders (the petitioners) filed an appraisal action seeking the Court’s determination of the fair value of their shares, which they argued was more than the $83 per share value afforded to them in the transaction.
see more... see less- Case Name:
- FRANK G. PILKIEWICZ, PH. D., ET AL. V. TRANSAVE, LLC
- Case Conclusion:
- Caption:
- Delaware Court of Chancery, C.A. No. 6319-CS
- Keywords:
- Appraisal Action, Fair Value, Preferred Stock
- Industry:
- Pharmaceuticals, Biotechnology
- Professionals:
- David G. Clarke, ASA, Michael J. Mattson, William Jeffers, CFA, Joseph W. Thompson, CFA, ASA, William P. McInerney, ASA
Transave, Inc. was a privately-held biopharmaceutical company focused on developing drugs for the treatment of lung infections. In December 2010, Transave merged with Insmed, Inc., a publicly traded shell company.
see more... see less- Case Name:
- IN RE HANOVER DIRECT, INC. SHAREHOLDERS LITIGATION
- Case Conclusion:
- Caption:
- Delaware Court of Chancery, Consol. C.A. No. 1969-CC
- Keywords:
- Appraisal Action, Entire Fairness, Fair Value, Fiduciary Duties, Preferred Stock
- Industry:
- Clothing; Home Goods
- Professionals:
- David G. Clarke, ASA, Michael J. Mattson, William P. McInerney, ASA
Hanover Direct, Inc. sold clothing and home goods through a portfolio of catalogs and websites. The company was publicly traded, but by 2007 had become distressed and was struggling to remain solvent, as its debt commitments and mandatorily redeemable preferred stock exceeded the value of its assets.
see more... see less- Case Name:
- IN RE PNB HOLDING CO. SHAREHOLDERS LITIGATION
- Case Conclusion:
- Caption:
- Delaware Court of Chancery, Consolidated C.A. No. 28-N
- Keywords:
- Appraisal Action, Entire Fairness, Equitable Relief, Fair Value, Fiduciary Duties
- Industry:
- Commercial Banking
- Professionals:
- David G. Clarke, ASA, Michael J. Mattson
PNB Holding Company (PNB) was a bank holding company that owned central Illinois-based Pontiac National Bank. In February 2003, the Board of Directors of PNB approved a proposal to convert the company to a Subchapter-S corporation for federal income tax reporting.
see more... see less- Case Name:
- THE UNION ILLINOIS 1995 INVESTMENT LIMITED PARTNERSHIP, ET AL. V. UNION FINANCIAL GROUP, LTD.
- Case Conclusion:
- Caption:
- Delaware Court of Chancery, C.A. No. 19586-VCS
- Keywords:
- Appraisal Action, Fair Value, Sale Process, Synergies
- Industry:
- Commercial Banking
- Professionals:
- David G. Clarke, ASA
Following the 2001 merger of Union Financial Group, Ltd. (UFG) and a subsidiary of First Banks, Inc., certain UFG shareholders filed an appraisal action asking the Delaware Court of Chancery to determine the fair value of their shares as of the merger date.
see more... see less- Case Name:
- RICHARD A. LEBEAU, ET AL. V. M.G. BANCORPORATION, ET AL.
- Case Conclusion:
- Caption:
- Delaware Court of Chancery, C.A. No. 13414-VCJ
- Keywords:
- Appraisal Action, Fair Value
- Industry:
- Commercial Banking
- Professionals:
- David G. Clarke, ASA, Michael J. Mattson
Headquartered in Worth, Illinois, M.G. Bancorporation, Inc. (MGB) was a bank holding company that owned a 100% equity interest in Mount Greenwood Bank and a 75.5% equity interest in Worth Bancorp, Inc.
see more... see less