Tag Archives: appraisal

Delaware Supreme Court Clarifies Appraisal Law

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 … Continue Reading

Chancery Denies Quasi-Appraisal Remedy and Discusses Notice Requirements for Short-Form Merger Transaction

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 dismiss, the … Continue Reading

Chancery Provides in Depth Analysis of Fair Value Determination in Appraisal Proceeding

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 Merion Capital … Continue Reading

Court Refuses to Allow Updated Expert Report

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 same expert’s earlier report in … Continue Reading

Fair Value in Delaware Appraisals Pursuant to DGCL Section 262(h)

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 a fair value determination … Continue Reading

Chancery Decides Appraisal Case; Post-Trial Opinion Determines Terminal Growth Rate; Equity Risk Premium, Beta and Tax Rate of Russian-Based NASDAQ Company

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 … Continue Reading