Bmc offers saasbased and onpremise software and services in areas including cloud computing, it service management, automation, it operations, and mainframe. 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. Receive free daily summaries of new opinions from the delaware court of chancery. Chancery court holds that merger price that resulted from. In ancestry, the court held that the plain language of the statute does not enact any burden on the beneficial shareholder to show that the shares were not voted in favor of the merger. Delaware judge rules against hedge funds in bmc buyout reuters. Recent searches lowenstein sandler llp home lowenstein. Recent delaware rulings support practice of appraisal arbitrage. Merion capital lp and merion capital ii lp, bmc software, inc. The company provides information technology it management solutions for large, midsized and small enterprises and public sector organizations.
Apr 10, 2015 in bmc software, merion capital sought appraisal, through its broker, with respect to shares of bmc purchased after the record date of a goingprivate transaction. Jan 29, 2015 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. Immediately prior to the merger, petitioners owned 7,629,100 shares of bmc common stock. The parties submitted posttrial briefing and i heard posttrial oral argument on june 23, 2015. Oct 26, 2015 merion capital lp and merion capital ii lp v. Ancestry was acquired in 2012 by a private equity firm in a cashout transaction. Kkr to acquire bmc software five years after bain capital and. Bmc stock was originally traded on nasdaq under the symbol bmcs and on the new york stock exchange with symbol bmc, but the.
Delaware court of chancery rejects sharetracing standing. Hedge fund scores win for appraisal arbitrage strategy reuters. A judge on monday ruled shareholder merion capital lp didnt have to. Jacqueline dowdy and gregory groves, personally and as successortrustees of the revocable trust of john q.
Bmc software s lessons for expert witnesses law360, new york february 23, 2016, 11. In bmc software, merion capital sought appraisal, through its broker, with respect to shares of bmc purchased after the record date of a goingprivate transaction. 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. In two separate rulings on january 5, 2015 in re appraisal of. Justia us law case law delaware case law delaware court of chancery decisions 2015 merion capital lp and merion capital ii lp v. The following article was reported by the august 1, 2016. The company provides information technology it management solutions for large, midsized.
Bmc software was brought by merion capital, a selfdescribed eventdriven investment fund that specializes in appraisal arbitrage. A pair of chancery court opinions merion capital lp v. Merion capital lp urged a delaware chancery judge on tuesday to reprice its holdings in bmc software inc. Bmc softwares lessons for expert witnesses law360, new york february 23, 2016, 11. Bmc and two delaware corporations formed by a consortium of private equity buyers solely for the purpose of taking bmc privateboxer parent company inc. Oct 28, 2015 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. Expert witness on behalf of creditors in sfi belmont llc v. Bmc solutions help optimize your it infrastructure, enabling a secure, costeffective. Recent delaware rulings support practice of appraisal.
Lowenstein sandler appraisal rights litigation blog. You have to be ready to react while still ensuring continuity in service. Hedge fund scores win for appraisal arbitrage strategy. Merion, one of the petitioners in this appraisal action, purchased its shares of ancestry after the record date for that transaction. District court for the eastern district of texas in marshall and one in germany. Servicenow, three patent infringement suits filed by bmc, two in the u. Gartner names bmc a leader in the itsm magic quadrant for the 6 th year in a row. Expert witness on behalf of merion capital in the appraisal of bmc software, inc.
In fiscal years 2011 to 20, bmc, one of the largest software companies in the world, saw a steady decrease in its revenue. 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. Bmc is a software companyone of the largest in the world at the time of. Petitioners merion capital lp and merion capital ii lp collectively, merion are selfdescribed eventdriven investment funds, 5 or, in the words of the respondent, hedge funds that specialize in appraisal arbitrage. 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. 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. Bmc software, an appraisal action in which the plaintiffs alleged that the sale price for bmc did not reflect the fair value of the growing concern. Chancery dismisses claims seeking to compel a dividend declaration and for breach of the duty of care.
Chancery court confirms standing of record holder as of appraisal. Bmc software,3 which upheld the standing of appraisal arbitrageurs to. Michael sirkin mike sirkin has substantial trial experience, including with valuation issues, having represented respondents bmc software, lender processing services, and solera holdings in three of the largest appraisal trials in history. Merger price as evidence of fair value delaware docket. You have to keep customers engaged while designing the new products and experiences they demand. Chancery court confirms standing of record holder as of.
Jan 07, 2015 in two separate rulings on january 5, 2015 in re appraisal of. Jan 06, 2015 hedge fund scores win for appraisal arbitrage strategy. Delaware judge rules against hedge funds in bmc buyout. Judge rules in favor of hedge fund appraisal arbitrage strategy. Court of chancery accepts merger price in appraisal action. Bmc to manage their business services and applications across distributed, mainframe, virtual and cloud environments. Bmc that were purchased after the record date for a goingprivate merger. 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.
In bmc software, merion and an affiliated fund for simplicity, collectively referred to as merion purchased shares of bmc software, inc. Cases addressed in this episode include appraisal issues, merion capital lp v. Merion, the beneficial owner of the shares, requested its broker to direct the nominee record holder of its shares to demand. I discuss this issue briefly in connection with a discussion of the information rights conveyed to stockholders in section 262e below, and more fully in merion capital lp v. Delaware appraisal actions are likely to continue to increase in. In the court of chancery of the state of delaware plaintiffs attorney. Thats why more than 20,000 it organizations from the global 100 to the smallest businesses in over 120 countries rely on bmc software nasdaq. Chancery applies borrowing statute, dismisses plaintiffs fraud claims as timebarred. For a reprint of this article, please contact reprints. Nov 11, 2015 the october 21, 2015 decision, merion capital lp and merion capital ii lp v. A transaction or series of transactions that convert a publicly traded company into a private entity. Peter leav, ceo of bmc, said the outlook for the company is strong and his team will be focused on its roadmap under kkr.
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