The Delaware Court of Chancery recently provided a nearly book-length tutorial on the law of statutory appraisal in Delaware in a 132-page post-trial decision styled In re Appraisal of Regal Entertainment Group, Cons. C.A. No. 2018-0266-JTL (Del. Ch. May 13, 2021). The court held that the proper price was the deal price, adjusted to eliminate
appraisal
Delaware Supreme Court Clarifies Appraisal Law
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Mitchell Mengden, a second-year law student at the Georgetown University Law Center, who will be clerking at the Delaware Court of Chancery for the 2020 term, prepared the following synopsis:
The Delaware Supreme Court, in a per curiam decision, recently determined that “deal price less synergies” was the appropriate determination of fair value in the…
Chancery Denies Quasi-Appraisal Remedy and Discusses Notice Requirements for Short-Form Merger Transaction
By Francis Pileggi on
Posted in Chancery Court Updates
An Eckert Seamans associate prepared this overview.
In the Court of Chancery’s opinion styled, In re United Capital Corp. Stockholders Litigation, C.A. No. 11619-VCMR (Del. Ch. Jan. 4, 2017), the plaintiff sought a quasi-appraisal remedy for purported breaches of disclosure in connection with a short-form merger transaction. In granting the defendants’ motion to…
Chancery Provides in Depth Analysis of Fair Value Determination in Appraisal Proceeding
By Francis Pileggi on
Posted in Chancery Court Updates
An Eckert Seamans associate prepared this overview.
The thorough 75-page post-trial decision in Merion Capital L.P. v. Lender Processing Servs., Inc., C.A. No. 9320-VCL (Dec. 16, 2016), is a must read for those involved in appraisal proceedings. In the memorandum opinion, Vice Chancellor Laster provides a comprehensive analysis of the fair value of…
Court Refuses to Allow Updated Expert Report
By Francis Pileggi on
Posted in Chancery Court Updates
IQ Holdings, Inc. v. Am. Comm. Lines, Inc., C.A. No. 6369-VCL (Del Ch. Aug. 30, 2012).
Short Overview:
This short letter ruling addressed the effort of the plaintiff in an appraisal proceeding to submit an updated expert report beyond the deadline for submitting such reports. The updated report also changed the substance of the…
Court Determines Fair Value of Shares in Statutory Appraisal
By Francis Pileggi on
Posted in Chancery Court Updates
In Re: Appraisal of Orchard Enterprises, Inc., C.A. No. 5713-CS (Del. Ch. July 18, 2012).
Issue Addressed
In this post-trial decision in an appraisal action arising out of a merger, the Court determined the fair value of the shares, relying on the discounted cash flow method of valuation.
Brief Background
The common stockholders of…
Fair Value in Delaware Appraisals Pursuant to DGCL Section 262(h)
By Francis Pileggi on
Posted in Commentary, Selected Articles by Francis
This week I gave a short presentation at the annual conference of CBIZ, the national consulting and accounting firm, on recent Delaware cases on the topic of “fair value” in the context of an appraisal pursuant to DGCL Section 262, and an overview of Delaware law on this topic in general. The need for…
Chancery Finds “Fair Value” Less than Merger Price in Appraisal Case
By Francis Pileggi on
Posted in Chancery Court Updates
Gearreald v. Just Care, Inc., C.A. No. 5233-VCP (Del. Ch. April 30, 2012).
Issue Addressed
In this appraisal proceeding pursuant to 8 Del. C. § 262, the post-trial issue addressed by the Court was whether the “fair value” of the company was worth more than the $40 million acquisition price.
Short Answer
In…
Chancery Decides Appraisal Case; Post-Trial Opinion Determines Terminal Growth Rate; Equity Risk Premium, Beta and Tax Rate of Russian-Based NASDAQ Company
By Francis Pileggi on
Posted in Chancery Court Updates
Global GT LP v. Golden Telecom, Inc., C.A. No. 3698-VCS (Del. Ch. Apr. 23, 2010), read opinion here.
This 51-page post-trial opinion in an appraisal action is heavily weighted with economic analysis and includes such geopolitical insights as the projected growth of the Russian economy. The copious footnote activity would be delightful reading for an…
Supreme Court Reverses Appraisal Opinion
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
In Crescent/Mach I Partners L.P. v. Dr. Pepper Bottling Co. of Texas, (Del. Supr., December 1, 2008), read opinion here, the Delaware Supreme Court (in a rare occurrence) reversed the Chancery Court on a procedurally unusual basis in an appraisal case that was previously highlighted on this blog here. (That summary also includes…