News & Analysis as of

Fair Market Value Appraisal Rights

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

Morris James LLP

Delaware Supreme Court Explains Appraisal Rights and Finds Disclosure Violation Relating to Pre-Closing Dividend Contingent on a...

Morris James LLP on

In re GGP, Inc. Stockholder Litig., C.A. No. 2018-0267 (Del. July 19, 2022) - Here, the defendants organized a merger so that a large majority of the total value of the merger would be granted as a pre-closing dividend to...more

Skadden, Arps, Slate, Meagher & Flom LLP

In Appraisal Cases, Court of Chancery Increases Deal Price-based Valuation if Evidence Shows Pre-Closing Change

For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words, at closing, not signing. However, deal terms, including price, are typically...more

Morris James LLP

Delaware Supreme Court Upholds Contractual Waiver of Statutory Appraisal Rights

Morris James LLP on

Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) - This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more

Morris James LLP

Superior Court CCLD Dismisses Complaint Seeking Insurance Coverage for Appraisal Proceeding

Morris James LLP on

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

Cooley LLP

Blog - Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to...

Cooley LLP on

In a string of seminal decisions from 2017 through 2019 (DFC Global, Dell and Aruba), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give...more

Morris James LLP

High Court Affirms Deal Price Was Reliable Indicator of Fair Value Despite Flawed Process

Morris James LLP on

Brigade Leveraged Capital Structures Fund Ltd. v. Stillwater Mining Co., C.A. No. 427, 2019 (Del. Oct. 12, 2020) - This case illustrates that, notwithstanding a flawed process for the sale of a company, the deal price may...more

Morris James LLP

Delaware Supreme Court Affirms Use of Unaffected Market Price to Determine Public Corporation’s “Fair Value” in Appraisal...

Morris James LLP on

Fir Tree Value Master Fund, L.P. v. Jarden Corp., No. 454, 2019 (Del. July 9, 2020) - Adding to its appraisal jurisprudence, the Supreme Court of Delaware recently affirmed the use of the unaffected trading price of a...more

Fox Rothschild LLP

When It’s Time For A Second Opinion

Fox Rothschild LLP on

N.C. Business Court Addresses the Scope of a Judicial Appraisal Proceeding- In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd. et al., 2019 NCBC 35 (N.C. Super. Ct. June 4, 2019), the Business Court...more

Winstead PC

Just in Time For Summer: The Freeze-Out Merger, A Legal Option Available to SOME Majority Owners of Privately-Held Texas Companies

Winstead PC on

Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more

Jones Day

Delaware Supreme Court Endorses Deal Price In Statutory Appraisal Action

Jones Day on

The decision makes clear that deal price is an appropriate indicator of fair value even where there is only one bidder. In Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed a...more

Cozen O'Connor

Delaware Supreme Court Reemphasizes Importance of Deal Price in Appraisal Litigation

Cozen O'Connor on

On April 16, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Court of Chancery in Verition Partners v. Aruba Networks, Inc., holding that the Chancery Court abused its discretion in using...more

Shearman & Sterling LLP

Delaware Supreme Court Finds Deal Price Minus Synergies As Fair Value In Aruba Networks Appraisal Appeal, Rather Than Average...

On April 16, 2019, the Delaware Supreme Court, in a per curiam decision, held that Aruba Networks, Inc.’s (“Aruba”) fair value in an appraisal action was $19.10 per share, reversing the Court of Chancery’s valuation of $17.13...more

Morris James LLP

Delaware Supreme Court Rejects Stock Price Appraisal Award in Aruba Networks

Morris James LLP on

Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., No. 368, 2018 (Del. Apr. 17, 2019). In a closely-followed appeal from the Court of Chancery’s appraisal decision in the Aruba Networks case, the Delaware Supreme...more

Farrell Fritz, P.C.

A Cross-Country Tour of Five Recent Stock Appraisal Cases

Farrell Fritz, P.C. on

When it comes to business valuation principles in contested appraisal proceedings, I’d say the 50 states have far more in common than separates them. Certainly this is true in cases applying the fair market value standard...more

Amundsen Davis LLC

Structuring Around Stockholders’ Appraisal Rights In A Merger

Amundsen Davis LLC on

Stockholders, in connection with certain transactions (for instance, stockholders of a non-surviving corporation in a merger), are often entitled to seek a judicial determination as to the “fair value” of their shares. These...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

Farrell Fritz, P.C.

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

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

Bradley Arant Boult Cummings LLP

Tennessee Diversifies Its Valuation-Method Portfolio for Closely Held Corporations

The Tennessee Supreme Court overruled three decades of precedent in Athlon Sports Communications, Inc. v. Duggan, giving trial courts broad discretion in the method used to determine the “fair value” of shares in “dissenters’...more

Skadden, Arps, Slate, Meagher & Flom LLP

Dell and Fair Value in Statutory Appraisal Actions

The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more

White and Williams LLP

Delaware Supreme Court Continues Recent Spate of Decisions Appraising Fair Value of a Company’s Stock Below Deal Price

White and Williams LLP on

Delaware litigation seeking statutory appraisal of a target company’s value for purposes of determining the fair value of dissenting stockholders’ shares has virtually become the norm following a merger transaction. Such...more

Shearman & Sterling LLP

Proposed Delaware Amendments Would Limit Appraisal Rights in Two-Step Mergers

Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of...more

Cadwalader, Wickersham & Taft LLP

M&A Update: A Trio of Recent Delaware Decisions Discount Deal Price In Appraisal Litigation

In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair...more

White and Williams LLP

Delaware Chancery Court Finds Unaffected Market Price to Be Fair Value in a Post-Dell Appraisal Decision

On February 15, 2018, in the statutory appraisal proceeding of Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery decided that the “most persuasive evidence” of Aruba Networks’ fair...more

Dechert LLP

Delaware Appraisal Litigation: The Court of Chancery Holds That a Company’s Unaffected Market Price Constitutes “Fair Value”

Dechert LLP on

In a recent appraisal decision, Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba Networks), the Delaware Court of Chancery awarded 30% less to the shareholders than they would have received had they not...more

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