Fairness & Solvency Opinions Shouldn't Be Overlooked Amid Restructuring Wave
Episode 1: Chris Mercer Interview on Marketability Discount: Part 1
Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom
Reversing the trial court, the Delaware Supreme Court has held that an appraisal proceeding does not constitute a “Securities Claim” under a D&O policy. In re Solera Insurance Coverage Appeals, Nos. 413,2019 and 418,2019...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more
In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more
In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more
Predicting the price likely to result from a judicial appraisal of an acquired company’s shares continues to vex acquirers and stockholders alike. The principles for determining appraisal values received a lot of attention...more
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
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
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
In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the best estimate of fair value for purposes of an...more