January 2016 | Volume 20 | Issue 1 The M&A Lawyer bolstered companies’ ability to fend o eorts to enjoin M&A deals if the shareholder vote was fully informed, is likely to result in even more lengthy proxy statements. At some point, perhaps the courts will have occasion to consider whether 200-page-long disclosure documents are of value to anybody other than the vendors who print and mail them. Happily for buyers, Delaware has tamped down a little bit on appraisal arbitrage in two respects. First, Delaware amended its appraisal legislation to allow companies to pay the undisputed portion of appraisal claims (the merger consideration amount) up front so that Delaware’s statutory interest only applies to the disputed portion of the claim. Second, in a couple of recent cases, the Chancery Court has found that the appraised value is actually the same or less than the merger consideration amount, reinforcing that seeking appraisal is not always a win-win proposition. Joy: What to Expect in 2016 We think that while M&A activity will inevitably slow down a little in 2016, we will continue to see a steady stream of high proÂŽle, public company deals. SpeciÂŽcally, we predict there will be more M&A activity involving tech companies, especially as more of the recent “unicorns” try to cash in on their billiondollar valuations.

We also expect there will be continued activity among pharmaceutical companies. Although regulators have started to shine a brighter spotlight on drug pricing and inversions, there are still a lot of assets in the pharma sector that are poised to trade at high valuations. The big question in our minds is whether we will see any more historic Fortune 100 American corporations go the way of Kraft and DuPont in a widening trend of consolidation and restructuring. 4 K 2016 Thomson Reuters .