Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
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…
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…
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…