News & Analysis as of

Business Valuations Appraisal

Farrell Fritz, P.C.

Fair Value Decision Caps Decade-Long Dispute Over Family-Owned Real Estate Holding Companies

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About 40 years ago, a son and his mother first teamed up to invest in purchasing and managing over a dozen buildings in New York through 4 co-owned entities, each owned on a 50/50 basis. Fast forward several decades and the...more

J.S. Held

Reducing Bias in Business Valuation Engagements

J.S. Held on

“When the facts change, I change my mind. What do you do?” - Sir John Maynard Keynes - Our waking hours are bombarded with more information than can be absorbed. From 2009 to 2017, the amount of data that enters the human...more

Farrell Fritz, P.C.

Your Business Appraiser Relied on What!?  Lessons from a Mostly-Decided Motion to Preclude

Farrell Fritz, P.C. on

One of the best parts of being a business litigator is the frequent opportunity it affords to work with (and against) expert witnesses of all stripes. And perhaps because there are so many ways that a business divorce can...more

Hogan Lovells

Ramcell, Inc. v. Alltel: DE Court averages valuation models to arrive at fair market value of shares

Hogan Lovells on

In Ramcell, Inc. v. Alltel Corp., C.A. No. 2019-0601-PAF (Del. Ch. July 1, 2022), the Court of Chancery reviewed a 2019 short-form merger between Alltel Corporation (Alltel) and Jackson Cellular Telephone Co. (Jackson), that...more

Obermayer Rebmann Maxwell & Hippel LLP

What Experts May I Need In My Divorce Matter?

​​​​​​​Whether you are litigating your divorce matter or negotiating a settlement outside of the Court system, in addition to your legal counsel, it may be helpful to engage specific experts to assist in valuing assets,...more

Rivkin Radler LLP

Gifting Business Interests Before Selling the Business? Think Valuation

Rivkin Radler LLP on

Counting the Days?- We are 302 days away from the national mid-term elections, to be held November 8, 2022, yet the first full week of the new year has already highlighted some of the economic issues with which the...more

Morris James LLP

Superior Court CCLD Dismisses Complaint Seeking Insurance Coverage for Appraisal Proceeding

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Jarden, LLC v. ACE Am. Ins. Co., C.A. No. N20C-03-112 AML CCLD (Del. Super. July 30, 2021) - Director and corporate liability insurance coverage is determined by the specific language of the insurance policies. Last year,...more

Hogan Lovells

In re Appraisal of Regal: deal-price-less-synergies valuation method is “first among equals”

Hogan Lovells on

The court’s decision in In re Appraisal of Regal Entertainment Group (C.A. No. 2018-0266-JTL (Del. Ch. May 13, 2021)) is the most recent in a line of cases confirming that the deal-price-less-synergies valuation method is the...more

Lasher Holzapfel Sperry & Ebberson PLLC

Divorce During COVID – Top 5 Issues To Watch

We have all read the headlines that divorce rates are increasing worldwide and those rates are not expected to be dropping soon. The COVID-19 pandemic has pushed many of us to our limits. People are stressed out and locked...more

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Reaffirms Primacy of Market Evidence in Determining Fair Value in Appraisal Proceedings

On July 9 and October 12, 2020, the Delaware Supreme Court added two more opinions to its growing suite of recent appraisal decisions underscoring the prominence of market-based factors in determining fair value. In Fir Tree...more

Morris James LLP

Chancery Values Non-Public Company with No Reliable Market-Based Data Using Discounted Cash Flow Analysis

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Kruse v. Synapse Wireless, Inc., C.A. No. 12392-VCS (Del. Ch. July 14, 2020) - This case illustrates how appraisal works outside of the public market context when a lack of data hinders a reliable valuation. Here,...more

Farrell Fritz, P.C.

Post-Valuation Date Distributions: Should They Be Credited Against Fair Value Awards?

Farrell Fritz, P.C. on

In my business divorce travels occasionally I encounter instances in which shareholder distributions are made in the period between the valuation date for an elective buyout of a minority shareholder who sued for dissolution...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Confirms Market-Based Factors Constitute the Best Indicators of Fair Value

Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality...more

Morris James LLP

Chancery Determines Appraisal “Fair Value” Below Merger Consideration, Questions Judicial Notice of Valuation Scholarship

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In re Appraisal of Jarden Corp., Consol. C.A. No. 12456-VCS (Del. Ch. July 19, 2019). This decision presents another cautionary tale for stockholders of a target public company who consider seeking statutory appraisal...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

White & Case LLP on

The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Farrell Fritz, P.C.

How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist

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Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Reinforces Deal Price Minus Synergies as ‘Strong Indicator’ of Fair Value

The Delaware Supreme Court recently issued its highly anticipated decision in the Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. appraisal action. In a per curiam opinion, the Supreme Court reversed the Delaware...more

Fox Rothschild LLP

Delaware Supreme Court Overturns Chancery’s Aruba Appraisal Decision

Fox Rothschild LLP on

On April 17, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Delaware Court of Chancery in Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., No. 368, 2018 (Del. Apr. 17, 2019). ...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Rejects Use of the Unaffected Market Price as Sole Indicator of Fair Value for Purposes of Appraisal

On April 16, 2019, the Delaware Supreme Court issued an en banc opinion in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., reversing the Delaware Court of Chancery’s decision regarding the fair value of Aruba...more

Morris James LLP

Are Post-Merger Facts Ever Relevant?

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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

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

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

A&O Shearman

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

A&O Shearman 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

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

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