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
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
Blueblade Capital Opportunities LLC v. Norcraft Cos. Inc., C.A. No. 11184-VCS (Del. Ch. July 27, 2018) - This is an important appraisal decision because it examines, post-Dell and DFC, when the market price and deal price...more
Case Spotlight: In Re ExamWorks Group, Inc. Stockholder Appraisal Litig., 2018 WL 1008439 (Del. Ch. Feb. 21, 2018) (Laster, V.C.) - ExamWorks Group, Inc. (the “Company”) is a Delaware corporation with its principal place...more
Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) - This appraisal case adopts the target’s market price as its fair value....more
On October 30, 2017, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery determining the fair value of ISN Software Corp. (“ISN”) in an appraisal action brought by minority stockholders...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 a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more
This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. ...more
After a complete analysis of the usual issues in an appraisal case involving a DCF valuation, the Court here concluded that the result was close enough to the actual price paid in the merger to warrant adoption of the merger...more