TLI NEWS June 2018
Among the many interesting new developments in the law that we have been reading in preparation for the Tennessee Law Institute’s 47th Annual Review Seminar is a real blockbuster from the Tennessee Supreme Court involving stock valuation. In Athlon Sports Communications Inc. v. Duggan (Kirby, June 8, 2018), some shareholders objected to a corporate merger. Under Tennessee’s “dissenters’ rights” laws, the unhappy shareholders being forced out are entitled to be paid for the “fair value” of their stock, as determined by the court. Thirty-five years ago, the Tennessee Supreme Court held that the appropriate methodology for the trial court to use in determining fair value was the Delaware Block method, an approach then utilized in the state of Delaware, a state known for being on the cutting edge of corporate law. The Delaware Block method has been used by our courts in various types of cases over the years, and the trial court in Athlon may have been under the assumption that it was the only acceptable methodology. The Tennessee Supreme Court noted that not even Delaware uses that methodology anymore and instead favors more modern methodologies that focus on the projected future profitability of the merged company. The court’s ruling is a major change in dissenters rights case law.
This is only one of many important changes in Tennessee law in the past year. To learn about critical court cases and legislative changes, please join us for our fall seminar.
Our 2018 schedule is set forth below. And the $25 discount ends June 30, so register now. Please note the new location for our Memphis program.
- Thur.-Fri., September 13-14 Nashville Music City Center
- Thur.-Fri., September 27-28 Knoxville Convention Center
- Thur.-Fri., October 18-19 Gatlinburg Convention Center
- Thur.-Fri., November 8-9 Memphis, Halloran Centre for Performing Arts
- Thur.-Fri., November 29-30 Chattanooga Convention Center
- Tues.-Wed., December 11-12 Nashville Music City Center
Take advantage of our early registration period. You can save by registering on or before June 30. Early fees are $525 for the full fifteen hours and $475 for twelve hours (without ethics hours). Fees for lawyers age 66 and older or lawyers admitted in 2017-2018 are $475 for the full fifteen hour program.
To register or for more information, call (865) 531-8219 or 1-800-827-6716 or visit our website at www.tennesseelawinstitute.com
For the Institute,