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Related Projects 2012-2019

For graphed analyses of company and related industry returns, see

Returns on Corporate Capital

See also analyses of

Shareholder Support Rankings




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Forum Report: Fair Investor Access

Workshop: Appraisal Rights


Reconsidering Appraisal Rights for Long Term Value Realization

Last week’s ruling of the Delaware Supreme Court in the Dell appraisal case[1] requires our reconsideration of reliance upon rights to appraisal for realization of intrinsic value when a company is sold.

The ruling is broadly viewed as intended to end the confusion created by the development of specialized “appraisal arbitrage” funds, which had been inspired by the Dell proceeding. This new litigation investment strategy was loudly criticized as parasitic by both corporate and investment professionals concerned with negotiating buyouts, and it also discouraged the use of appraisal for its intended purpose of providing mainstream investors with a means of realizing long term intrinsic value in opportunistically priced (but fairly negotiated) mergers.

The court’s solution is to officially endorse its view of the “efficient market hypothesis”[2] as a foundation for relying upon market pricing to define a company’s “fair value.” While this theory might be questioned by many investors and economists, its mandated adoption for future court appraisals can be expected to stop the circus of cases that threatened Delaware’s credibility as a reliable legal home for corporations.

Unfortunately, the court’s official view that fair price is the same as fair value also puts an end to reliance upon Delaware appraisal proceedings as a means of assuring an investor’s realization of the long term value of capital contributions to an enterprise. But this was not, after all, something we had expected to be able to rely upon until recently, when the Dell situation stimulated our development of processes to support participation by regulated funds and individual investors. And, as long-time Forum participants will recall, we have established other marketplace solutions that remain viable to address these essential shareholder interests.[3]

GL – December 21, 2017

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335






This Forum program was open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the purpose of this public Forum's program was to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant was expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated in 2012 in collaboration with The Conference Board and with Thomson Reuters support of communication technologies to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices. The website is being maintained to provide continuing reports of the issues addressed in the program, as summarized in the January 5, 2015 Forum Report of Conclusions.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.