Over the last 14 years that I have published this blog, I have compiled an annual review with a list of key Delaware corporate and commercial decisions that have widespread utility to practitioners, especially those court decisions that are not widely covered by other legal publications or the mainstream press. On a few occasions, I
In Re: Appraisal of Orchard Enterprises, Inc., C.A. No. 5713-CS (Del. Ch. July 18, 2012).
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.
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…
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.