Visiting Scholar Discusses Stockholder Appraisal in Delaware
Web Editor - Published: November 15, 2013
“Delaware occupies such an important place in my teaching and my work that it is an absolute privilege to be here,” said Brooklyn Law School Associate Professor Minor Myers to an audience of faculty, students, and staff on Tuesday, November 12th in the Special Collections Room before launching into the substance of his talk, “Do the Merits Matter in Stockholder Appraisal?”

Myers, the 2013 visiting scholar in residence in business and corporate law, also spoke on Monday, Nov. 11 at 4 p.m. at The Wilmington Club to members of the Delaware bench and bar. The annual visiting scholar program was developed to provide a venue for rising young corporate law scholars to share their research with the Delaware legal community and receive valuable feedback. Widener Law is grateful to The Delaware Counsel Group LLP and the Ruby R. Vale Foundation for co-sponsoring Myers’ visit.

Presenting from a paper that he worked on with Professor Charles R. Korsmo of Case Western Reserve University School of Law, Myers discussed empirical research into stockholder appraisal litigation in Delaware Chancery Court as compared to fiduciary class action suits. “Does the absence of a class action remedy mean more meritorious claims?” Myers asked of the central question that he hoped to address with the research.

Myers offered a detailed analysis and comparison between stockholder appraisal claims and traditional fiduciary class action claims brought in the Delaware Court of Chancery between 2004 and 2012. He noted that deal size seemed to be the most important variable in explaining when fiduciary class actions are initiated, whereas stockholder appraisals correlated most strongly with deals that involved lower than expected premium. The implication of this research, as Professor Myers explained it, is that appraisal litigation appears to be driven by the merits from the standpoint of stockholders, while fiduciary duty class actions appear to be driven more by the fee motivations of plaintiffs’ counsel rather than the underlying merits of the claims.

A graduate of Connecticut College and Yale Law School, Minor Myers previously practiced in the corporate and litigation departments of Debevoise & Plimpton in New York. He also previously clerked for Judge Peter W. Hall and then Judge Ralph K. Winter of the U.S. Court of Appeals for the Second Circuit. He teaches in the areas of corporate law, mergers and acquisitions, corporate finance, and property, and his scholarship focuses on corporate governance, shareholder litigation, executive compensation, and corporate director behavior.