A recent Delaware Court of Chancery decision is a treasure trove of fundamental principles applicable to corporate litigation. In Ban v. Manheim, C.A. No.2022-0768-JTL (Del. Ch. May 19, 2025), the 60-plus page post-trial opinion applies an exemplary legal analysis to a complex web of entities controlled by one person, to explain why the valuation
fair value
Court Determines Fair Value of Shares in Statutory Appraisal
By Francis Pileggi on
Posted in Court of Chancery 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 Court of Chancery 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…