11 J. Bus. Entrepreneurship & L. 1 (2018)

handle is hein.journals/jbelw11 and id is 1 raw text is: 








                     ENTIRE FAIRNESS:

      A   CALL TO PRESERVE DELAWARE

                            DOCTRINE



                                LISA BEI LI*



Abstract....................              .....................    .........  2
I. Introduction                                   ............2................ .................2
II. The Practice of Appraisal Arbitrage  ................................. 5
       A.  What is Appraisal Arbitrage?    .................................. 5
       B.  The Problem with Section 262           ..........       .................. 8
III. Converging Jurisprudence: The Entire Fairness Test..................12
       A.  A History of Appraisal Rights     ............................13
       B.  The Development  of Fiduciary Duties ...................... 15
       C. Modern-Day   Appraisals        ...........................   ..... 17
IV. Delaware's  Legal Framework  and Judicial Predominance ......             .......17
       A.  The Role of Delaware Courts............................ 17
       B.  Origins of the DGCL and Section 262.................18
V.  A Case for the Council.......................................21
       A.  Reevaluation and Pullback................           ..............21
       B.  An Example  Proposal..................................22
VI. Conclusion.............................................23
VII. Appendix                                     .............................................. 24













    * J.D. Candidate, May 2018, The George Washington University Law School; B.S., Finance &
International Business, May 2010, New York University Stem School of Business. Thank you to my
Journal Adjunct Brian Castello for his patient feedback and my Notes Editor John Cavanagh for his
detailed review. I also thank Professor Theresa Gabaldon for her guidance and Professor Dalia Tsuk
Mitchell for her time and expertise, without which I could not have written this Note. Finally, I am
grateful to the other academic experts who have written extensively on this topic and who nonethe-
less entertained my beginner's inquiries. It was an honor to speak with Professor Lawrence A.
Hamermesh, whose work and contributions to the field are referenced throughout this Note.

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