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Conyers

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

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On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

Opportune LLP

Oil & Gas Valuation: 5 Questions to Ask When Stock Is Used As Consideration

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Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more

Foley & Lardner LLP

Financial Metrics in M&A Transactions: Evaluating Valuation Metrics, Pricing, and Potential Returns

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Mergers, acquisitions, and buyout transactions are complex endeavors requiring careful analysis and consideration of multiple financial inputs and outputs. Both the acquiring company and the target company will each need to...more

Smith Anderson

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First...

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In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more

Opportune LLP

Oil & Gas Valuation: 5 Things To Consider When Stock Is Used As Consideration

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Here are five concepts to keep in mind when utilizing stock as a form of consideration in an oil and gas transaction....more

Jones Day

Delaware Supreme Court Upholds Unaffected Market Price in Statutory Appraisal Action

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The Situation: Stockholders sought appraisal—judicial determination of the "fair value" of their stock—in connection with a merger. The Delaware Court of Chancery found that the fair value was equal to the company's...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Continues To Rely on Market-Based Metrics in Appraisal Decisions

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In recent decisions, the Delaware Court of Chancery continued to follow the Delaware Supreme Court’s mandate from Aruba, Dell and DFC to rely on market-based metrics, when available, to determine fair value in appraisal...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

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This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

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The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Morrison & Foerster LLP

Delaware Chancery Court in Aruba Appraisal Finds Fair Value to be the Pre-Announcement Market Price: 30% Below Deal Value

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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

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Concludes That Company's Unaffected Trading Price Prior to Merger Is Fair Value for Purposes of...

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

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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

Goodwin

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

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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

Cadwalader, Wickersham & Taft LLP

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

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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

Perkins Coie

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

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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

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