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Fair Value Standard

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

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

Top 10 Business Divorce Cases of 2017

by Farrell Fritz, P.C. on

I’m delighted to present my 10th annual list of this past year’s ten most significant business divorce cases. This year’s list includes seven noteworthy appellate decisions, two of which — Mace v Tunick and Shapiro v...more

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

A River’s Divide: Time for the Manhattan and Brooklyn Appellate Courts to Agree on Marketability Discount in Fair Value...

by Farrell Fritz, P.C. on

The East River and roughly five miles as the pigeon flies separate the equally beautiful courthouses of the Appellate Division, Second Department in Brooklyn and the Appellate Division, First Department in Manhattan. Because...more

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

Delaware Supreme Court Clarifies The Role Of Deal Price In Appraisal Proceedings

by Goodwin on

In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

by Polsinelli on

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

Minority Shareholder Oppression Damages in New Jersey: More Than Just a Buyout?

As I have said many times in this blog, when minority shareholder oppression occurs, the most likely remedy is a buyout. In other words, courts in New Jersey have the power to compel the majority shareholder to pay “fair...more

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

Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in...

On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more

Court Addresses “Fair Value” Determination In Statutory Buyout Proceeding

by Allen Matkins on

When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the plaintiff’s shares at their...more

What’s Happening in Delaware M&A – Summer 2016

by Perkins Coie on

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

The Dennis Decision: A Shot Across the Bow for Hospitals

by Williams Mullen on

A recent Virginia court decision questions the reasonable value of health care services and creates a challenge to debt collection efforts by hospitals. In March, the Circuit Court for Henry County, Patrick County, and the...more

Arizona Supreme Court Affirms Corporation Commission’s Constitutional Authority

by Snell & Wilmer on

The Arizona Supreme Court has affirmed the broad constitutional powers of the Arizona Corporation Commission, in an opinion issued on August 8, 2016. The decision comes in Residential Utility Consumer Office v. Arizona...more

To “SIB” or Not to “SIB” – That Is the Question on How to Timely Fund Necessary Water and Wastewater Infrastructure Improvements

by Snell & Wilmer on

Recently, the U.S. Environmental Protection Survey showed that $271 billion is needed for the Nation’s Wastewater Infrastructure, including for investor-owned utilities regulated by state public utility commissions....more

Significant Developments in Corporate Governance and M&A Law in 2015

There were important developments in 2015 in Delaware law concerning issues of corporate governance and/or arising in the context of M&A transactions. These developments arose from a number of sources, including statutory...more

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more

The Growing Power of Fair Price and Process in Delaware Appraisal Actions

On October 21, 2015, the Delaware Court of Chancery issued a post-trial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. Vice Chancellor...more

Business and Professional Practice Valuation in Divorce

by Jaburg Wilk on

The valuation of a business or professional practice in a divorce proceeding requires the resolution of unique issues. Among the most significant of these issues are the valuation date and the standard of value to be...more

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