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Reis v. Hazelett Strip-Casting Corp.: Delaware Chancery Addresses Valuation in a Reverse Stock Split

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Vice Chancellor Laster’s maiden valuation opinion, Reis v. Hazelett Strip-Casting Corp., provides important guidance for litigating price claims in Delaware. Among other things, the Court (i) adopted a broad rationale for applying enhanced scrutiny to mergers; (ii) held that "fair value," as applied to reverse stock splits under DGCL 155, has the same meaning as fair price/fair value in entire fairness and appraisal cases; (iii) applied a bifurcated analysis to the fair price prong of entire fairness, first determining if deal price is within a fair range, and then fixing a point-value for damages only if price and process are not entirely fair; (iv) held that "normalizing adjustments” to earnings are proper to account for expenses reflecting controlling shareholder self-dealing; and (v) held that book value is an appropriate measure of value for businesses that rely heavily on physical assets, but tends to undervalue a business as a going concern.


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Published In: Securities Law Updates

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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