Bmc software inc company profile and news bloomberg. Valuation advisors lack of marketability discount study. This appraisal action stems from a takeprivate merger between respondent bmc software, inc. Merion capital group is a broker dealer specializing in a variety of businesses, which include capital markets, product distribution, research, private placements, and other institutional and individual client lines. A fairly new litigation development is the subject of two delaware court of chancery decisions issued on the same day.
Vice chancellor glasscocks opinion in merion capital lp v. This trend is likely to continue, in the wake of two recent decisions, in re appraisal, inc. Chancery court confirms standing of record holder as of. Chancery court permits appraisal arbitrage morris james. Bmc that were purchased after the record date for a goingprivate merger. Immediately prior to the merger, petitioners owned 7,629,100 shares of bmc common stock.
Bmc and two delaware corporations formed by a consortium of private equity buyers solely for the purpose of taking bmc privateboxer parent company inc. Receive free daily summaries of new opinions from the delaware court of chancery. Merion capital lp and merion capital ii lp, after acquiring stock of bmc for the sole purpose of seeking appraisal in connection with the transaction, brought an appraisal action following consummation of the merger. Delaware judge rules against hedge funds in bmc buyout. On september, 20, petitioners merion capital lp and merion capital ii lp commenced this action by filing a verified petition for appraisal of stock pursuant to 8 del. Upon a petition for appraisal of stock pursuant to.
Here, my focus is the fair value of shares of common stock in bmc. In recent years, appraisal rights have been asserted in nearly twenty percent of eligible transactions. The stockholder in that case faced a unique problem because cede refused to make its appraisal demand on its behalf, so merion was forced to have its holdings in bmc stock withdrawn from the fungible mass at dtccede and registered directly with bmc. Upon a petition for appraisal of stock pursuant to 8 del. The october 21, 2015 decision, merion capital lp and merion capital ii lp v. Some postgolden telecom opinions, such as merion capital v. Merion, the beneficial owner of the shares, requested its broker to direct the nominee record holder of its shares to demand appraisal with respect to the purchased shares on merions behalf, but the broker refused. In re appraisal of dell inc the continuing relevance of deal price. Hedge fund scores win for appraisal arbitrage strategy reuters. Bmc software opinion and the lessons learned for experts when opining on fair value in delaware. Recent delaware rulings support practice of appraisal. The delaware court of chancery issued companion opinions clarifying delawares standing requirements for appraisal petitions under 8 del.
The information in this brochure has not been approved or verified by the united states securities and exchange commission or by any. Merion capital lp urged a delaware chancery judge on tuesday to reprice its holdings in bmc software inc. Justia us law case law delaware case law delaware court of chancery decisions 2016 merion capital l. Company profile page for bmc software inc including stock price, company news, press releases, executives, board members, and contact information. The recent court of chancery decision in merion capital lp v. Bmc software was brought by merion capital, a selfdescribed eventdriven investment fund that specializes in appraisal arbitrage. Chancery court confirms standing of record holder as of appraisal. Chancery decision demonstrates when to skip appraisal law360. Discounted cash flow valuation dcf delaware docket. In a pair of memorandum opinions written by vice chancellor glasscock and decided on january 5, 2015, the court of chancery of the state of delaware, in in re appraisal of, inc. Merion and lawyers for and bmc did not immediately. Bmc software,3 which upheld the standing of appraisal arbitrageurs to bring appraisal actions with respect to shares purchased after the record date for the stockholder. Chancery court holds that merger price that resulted from. Brattle principal torben voetmann and senior associate sujay dave have authored a law360 article on the merion capital lp and merion capital ii lp v.
The companies argued that merion capital should be required to show that. Bmc is a software companyone of the largest in the world at the time of the mergerspecializing in software for information technology. In this case, the broker refused to initiate an appraisal action and merion capital transferred record ownership of the shares into its own name and made a direct appraisal demand. On january 5, 2015, the delaware chancery court issued its ruling in merion capital lp v. Bmc confirm that appraisal arbitrageurs practice of seeking appraisal of shares purchased after the record date, but before the vote on the merger, is permissible under section 262 of the dgcl. Ul by going to court and arguing that a fair deal price should have been much higher.
A pair of chancery court opinions merion capital lp v. In bmc software, petitioner merion capital lp merion sought appraisal for 7. On october 21, 2015, the delaware court of chancery issued a posttrial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. With the emergence of appraisal arbitrage, postclosing appraisal litigation has taken on increased significance for transaction planners. Bmc stock on the public market, through a series of brokers, in july 20. In recent years, hedge funds have bought up blocks of stock in deals they. Delaware court of chancery rejects sharetracing standing. Merion capital lp and merion capital ii lp, bmc software. Get free access to the complete judgment in merion capital lp v. Justia us law case law delaware case law delaware court of chancery decisions 2015 merion capital lp and merion capital ii lp v. Bmc software bvlaw full text of court cases october 21, 2015. This brochure provides information about the qualifications and business practices of merion capital llc. Merger price is best evidence of fair value in appraisal action. Section 262 permits any stockholder of a corporation who meets these requirements to initiate a proceeding by which the fair value of the shares will be.