From Thursday March 10, 2016 to Sunday March 13, 2016, the Widener University Delaware Law School Moot Court Honor Society hosted the 28th Annual Ruby R. Vale Interscholastic Corporate Competition. The competition is named for Ruby R. Vale, who lived in Milford, Delaware and practiced law in Philadelphia, specializing in corporation, banking, and insurance law. It introduces participants to the cutting edge of corporate law, and as Delaware’s only law school, Delaware Law School is in a unique position to draw on the resources and experience of the distinguished Delaware corporate legal community.
Professor Lawrence Hamermesh authored this year’s competition problem, which focused on stockholder appraisal rights and the related, recent cases of Merion Capital LP v. BMC Software, Inc., In re Appraisal of Ancestry.com, and In re Appraisal of Dell Inc. The issues centered around the question of the appropriate interpretation of the statutory term “stockholder of record,” and its effect on so-called “appraisal arbitrage,” in which purchasers of shares after the record date for voting on a merger seek judicial appraisal of their shares. Eighteen teams from seventeen schools participated in the competition, which is the only corporate moot court competition in the country. The Ohio State University’s Moritz College of Law took home this year’s title, edging out a team from Mercer University School of Law before a panel comprised of Delaware Supreme Court Justice James T. Vaughn, Jr., Vice Chancellor Sam Glasscock of the Delaware Court of Chancery, and former Delaware Supreme Court Justice Jack B. Jacobs. The winning team comprised of Patrick Schlembach and Susan Restrepo, who was also the Best Oral Advocate. Marquette University School of Law won the Best Brief Award.
An integral part of the competition is the Distinguished Scholar Lecture. The 2016 Distinguished Scholar was Eileen T. Nugent, Esquire, the co-head of Skadden, Arps, Slate, Meagher & Flom’s Global Transactions Practice. As a mergers and acquisitions partner in the firm’s New York office, she has worked on a wide range of some of the most significant public and private M&A transactions since the mid 1980s. Ms. Nugent is also the co-author of a well-known M&A treatise and is an adjunct professor at University of Virginia School of Law.
In her lecture entitled Living a Law School Exam Question: Issues Faced by a Practitioner in Applying Selected Provisions of Delaware Jurisprudence in Real Time, Ms. Nugent addressed the need for M&A practitioners to keep abreast of Delaware cases due to their “real time” application in structuring deal transactions. Specifically, Ms. Nugent discussed the enforceability of fraud and non-reliance provisions as a remedy in acquisition agreements, and reviewed recent case law developments affecting disclosure-based settlements of stockholder class actions. Ms. Nugent discussed how recent cases in those realms have shaped how buyers and sellers approach the issues when drafting merger agreements and proxy statements, and the perhaps peculiar outcomes they have created going forward, including the possibility that planners will have an incentive to withhold more important information so that it can justify settlement of litigation challenging the deal.