Charles Korsmo and Minor Myers, ‘What Do Stockholders Own? The Rise of the Trading Price Paradigm in Corporate Law’, 47 Journal of Corporate Law (forthcoming, 2021), available at SSRN. The valuation of a shareholder’s interest in a corporation is a central issue in corporate law. In recent cases the Delaware courts have responded to appraisal arbitrage by limiting recovery in appraisal actions to deal price, deal price less synergy, or even market price unaffected by the deal. The cases have given rise to a literature of both praise and critique. Charles Korsmo and Minor Myers take the analysis a step further in ‘What Do Stockholders Own? The Rise of the Trading Price Paradigm in Corporate Law’, arguing that the implications of these appraisal decisions reach beyond appraisal to cases involving mergers more generally, and suggest an incipient paradigm shift in how Delaware law conceives of the (value of the) stockholder’s interest in the corporation: ‘[i]n a real sense, the Supreme Court in the appraisal cases has simply altered its conception of the public corporation as a form of property’ (p 3) … (more)
[Caroline Bradley, JOTWELL, 9 March]
First posted 2022-03-10 14:00:48
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