News & Analysis as of

Business Valuations Appraisal

Morris James LLP

Are Post-Merger Facts Ever Relevant?

by Morris James LLP on

Appraisal litigation is unique under Delaware law. In almost every instance you can think of, once an event provides a right to recover damages (such as a fire caused by negligence), what happens later is relevant to...more

Farrell Fritz, P.C.

Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 3

by Farrell Fritz, P.C. on

This is the final installment of a three-part series about the basics of contested New York business appraisal proceedings. The first post addresses the various ways in which business owners can steer a dispute into an...more

Farrell Fritz, P.C.

Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

by Farrell Fritz, P.C. on

The dog days of August are upon us, a perfect time as I do each year to offer vacationing readers some lighter fare consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

Cadwalader, Wickersham & Taft LLP

M&A Update: The Importance of a High-Quality Sales Process in Determining the Outcome of an Appraisal Proceeding

Two recent decisions by the Delaware Court of Chancery underscore that the outcome of an appraisal proceeding often will turn on the quality of a company’s sale process. ...more

Shearman & Sterling LLP

Applying Dell and DFC, Delaware Court Of Chancery Finds "Fair Value" Is Deal Price Less Synergies In Appraisal Action

by Shearman & Sterling LLP on

On July 30, 2018, Chancellor Andre Bouchard of the Delaware Court of Chancery determined that the deal price minus synergies was the best evidence of the fair value of Solera Holdings, Inc. (“Solera”) in an appraisal action...more

Farrell Fritz, P.C.

Basics of Valuation Proceedings – Litigating an Appraisal from Start to Finish – Part 2

by Farrell Fritz, P.C. on

...So you, or your client, have found yourself in an appraisal proceeding. The question then becomes: What are the legal rules, principles, and standards that apply in the valuation proceeding itself? That is the subject of...more

Farrell Fritz, P.C.

Basics Of Valuation Proceedings – Litigating An Appraisal From Start To Finish – Part 1

by Farrell Fritz, P.C. on

Last month, seasoned business appraiser Andy Ross of Getty Marcus CPA, P.C., and I made a presentation at the Nassau County Bar Association about appraisal proceedings in business divorce cases. With the subject of business...more

Shearman & Sterling LLP

Delaware Court Of Chancery Reaffirms Decision That "Fair Value" For Appraisal Was The Unaffected Market Price, Based On Dell And...

by Shearman & Sterling LLP on

On May 21, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery reaffirmed the Court’s earlier ruling that the best evidence of the fair value of Aruba Networks, Inc. (“Aruba”) for purposes of appraisal in...more

Morris James LLP

Court of Chancery Defends Aruba Networks Appraisal Decision

by Morris James LLP on

This opinion arises out of the appraisal proceeding relating to Hewlett-Packard’s purchase of Aruba Networks. The case led to two notable opinions, so far. The first notable opinion was the Court’s original post-trial...more

Shearman & Sterling LLP

Delaware Supreme Court Affirms Court Of Chancery Appraisal Determination At Nearly 60% Discount To Deal Price

by Shearman & Sterling LLP on

On April 23, 2018, the Supreme Court of Delaware affirmed a decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery appraising the shares of Clearwire Corporation at $2.13 per share, notwithstanding...more

Shearman & Sterling LLP

Delaware Court Of Chancery Denies Stay Of Columbia Pipeline Appraisal, Finding That Pendency Of An Appeal Of Aruba Networks Did...

by Shearman & Sterling LLP on

On March 7, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a motion to stay or extend discovery filed by an appraisal petitioner in light of Vice Chancellor Laster’s recent ruling in Verition...more

Morris James LLP

Court Of Chancery Imposes Sanctions For Failing To Comply With A Scheduling Order

by Morris James LLP on

In RE Examworks Group Inc. Stockholder Appraisal Litigation, C.A. 12688-VCL (February 21, 2018) - As this decision again points out, a scheduling order is a court order that must be followed or sanctions will be imposed....more

Morris James LLP

Court Of Chancery Interprets Dell In An Appraisal Case

by Morris James LLP on

In RE Appraisal Of AOL Inc., C.A. 11204-VCG (February 23, 2018) - This is an important case for its comments on the Dell decision of the Delaware Supreme Court. The Court declined to use the deal price as evidence of the...more

Morrison & Foerster LLP

Delaware Chancery Court in Aruba Appraisal Finds Fair Value to be the Pre-Announcement Market Price: 30% Below Deal Value

by Morrison & Foerster LLP on

In 2015, Hewlett Packard acquired Aruba for a negotiated price of $24.67 per share, or about $2.8 billion. Several stockholders sought appraisal. On February 15, the Delaware Court of Chancery found that, for purposes of...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Concludes That Company's Unaffected Trading Price Prior to Merger Is Fair Value for Purposes of...

On February 15, 2018, the Delaware Court of Chancery issued its post-trial decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., a statutory appraisal proceeding arising from Hewlett-Packard's 2015...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Delaware Supreme Court Emphasizes Deal Price in Appraisal Litigation

On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

White & Case LLP

No Payday for Objecting Stockholders as Delaware Supreme Court Reverses Appraisal Ruling

by White & Case LLP on

The Delaware Supreme Court recently reversed a Delaware Chancery Court's finding that a private equity buyer had underpaid in connection with its acquisition of payday lending firm DFC Global Corporation....more

Pepper Hamilton LLP

Delaware Supreme Court Endorses Deal Price as Strong Evidence of Fair Value in Appraisal of Public Companies

by Pepper Hamilton LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P. (Aug. 1, 2017), the Delaware Supreme Court issued its highly anticipated ruling on the determination of fair value in statutory appraisal cases. The court held that the...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Decision Addresses Critical "Fair Value" Issues in Appraisal Litigation

On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more

Shearman & Sterling LLP

Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To...

by Shearman & Sterling LLP on

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more

Farrell Fritz, P.C.

Appraisers’ Valuations Are Light-Years Apart, But Does That Make Them Hired Guns?

by Farrell Fritz, P.C. on

The title of this post notwithstanding, the judge’s decision in the recent, high-stakes stock valuation case I’m about to describe, featuring a clash of business appraiser titans whose conclusions of value differed by almost...more

Farrell Fritz, P.C.

Episode 1: Chris Mercer Interview on Marketability Discount: Part 1

by Farrell Fritz, P.C. on

The premiere episode of Business Divorce Roundtable starts out with a bang or, more accurately, Part One of a two-part interview with one of the nation’s leading business appraisers, Chris Mercer, discussing the controversy...more

Farrell Fritz, P.C.

Episode 2: Chris Mercer Interview on Marketability Discount: Part 2

by Farrell Fritz, P.C. on

If you haven't already listened to Episode 1/Part 1 of my interview with Chris Mercer, in which Chris discusses the fundamentals of the controversy surrounding application of the marketability discount in statutory fair value...more

Farrell Fritz, P.C.

Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom

by Farrell Fritz, P.C. on

Mediation has grown in popularity as a means of resolving legal disputes in lockstep with the rising costs and delays attendant to litigation and arbitration, including business divorce cases. This episode features an...more

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