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• Allenson v. Midway Airlines Corp.
  At issue is whether the concessions are an "element of value" that may be considered in determining the corporation's statutory fair value on the date of the merger.
• Americas Mining Corporation v. Theriault
  Teaser: Delaware Supreme Court affirms $2 billion award for minority shareholders, based on finding that Chancery Court did not become “its own expert witness” in calculating fair value of shares from various sources, including expert DCF values.
• Andaloro v. PFPC Worldwide, Inc.
  PNC Financial Services Group, Inc. (PNC), the parent of PFPC Holding Corp. (Holding), had planned to take Holding's subsidiary, PFPC Worldwide, Inc. (PFPC), public via an initial public offering (IPO), but the opportunity did not arise.
• Cede & Co. v. JRC Acquisition Corp., et al.
  The Delaware Court of Chancery determined the fair value of 652,400 shares of 800-JR Cigar, Inc. In doing so it rejected a comparable transaction valuation because the alleged comparables were in a different, but related industry. It also rejected an anal ...
• Cede & Co. v. Technicolor, Inc.
  This dissenting stockholder appraisal action, arising out of a cash-out merger of the minority shareholders of stock of Technicolor, Inc., has been in litigation for over two decades.
• Cede & Co., Inc. v. MedPointe Healthcare, Inc.
  The Delaware Court of Chancery determined the fair value of publicly held stock in this dissenting shareholders’ action. The shareholders dissented from a two-step merger. However the court treated the first step as completed in making its fair value dete ...
• Crescent/Mach I Partnership v. Turner
  Delaware Chancery conducts thorough DCF analysis in breach of fiduciary duty/appraisal action, with emphasis on credible management projections and inputs.
• Delaware Open MRI Radiology Associates, P.A. v. Kessler, et al.
  “Must-read” opinion from Delaware Chancery Court on tax affecting, DCF discounts, and more ...
• DFG Wine Co., LLC v. Eight Estates Wine Holdings
  Delaware Chancery outlines the scope of documents that are required to be produced for those seeking to value a closely-held company, including its wholly-owned subsidiary that lacks, in reality, a "separate existence."
• Dobler v. Montgomery
  The issue in this appraisal action was the value of Montgomery Cellular (MCHC), a telecommunications holding company.
• Doft & Co. v. Travelocity.com Inc.
  A minority shareholder of Travelocity.com Inc. (Travelocity) brought a dissenting shareholder action contesting the $28 per share it received in a short-form merger of Travelocity and seeking a determination of the fair value of its shares.
• Edgewater Growth Capital Partners, L.P. v. H.I.G. Capital, Inc.
  Delaware Court of Chancery decides foreclosure sale of company to debt purchaser’s affiliate is commercially reasonable as to process and price under the UCC; plaintiff expert’s DCF analysis used “stale” and “unrealistic” data and his guideline company an ...
• Emerald Partners v. Ronald P. Berlin, et al.
  The Delaware Court of Chancery determined that a fairness opinion, obtained in conjunction with a stock for stock merger, was a fair representation of value to the shareholders. The shareholders brought suit against the defendant, contesting the valuatio ...
• Finkelstein v. Liberty Digital, Inc.
  In this appraisal action, the only valuation issue was the value of only one of the merged company's assets.
• Gearreald v. Just Care Inc.
  Delaware Court of Chancery prefers supply-side equity risk premium over historical ERP in statutory appraisal action, but rejects “novel” liquidity adjustment to size premium.
• Gesoff v. IIC Industries Inc., et al.
  The Delaware Court of Chancery determined that a company-specific risk premium should not be added when computing the cost of capital when there is no financial analysis supporting the company-specific risk. Furthermore, the court held that a small stock ...
• Gholl v. eMachines, Inc.
  The issue in this appraisal action was the value of the shares of eMachines Inc., a company that provided low-cost computer goods to consumers.
• Global GT LP v Golden Telecom, Inc. (I)
  Delaware Chancery adopts supply-side equity risk premium and discusses appropriate terminal growth rate, tax rate, and beta in the statutory fair value appraisal of Russian telecomm company.
• Global GT LP v Golden Telecom, Inc. (II)
  Delaware Supreme Court declines to adopt a “bright line” rule requiring appraisal authorities to defer to the merger price in determining statutory fair value.
• Gonsalves v. Straight Arrow Publishers, Inc. (IV)
  This is the court of chancery's response to a remand with instructions from the Delaware Supreme Court.
• Gray v. Cytokine Pharmasciences, Inc.
  The issue in this case was the fair value of the shares of PharmaSciences, Inc.
• Henke v. Trilithic, Inc.
  The Delaware Court of Chancery determined the fair value of an interest in a financially troubled closely held electronics manufacturer using a discounted cash flow method. In performing the valuation, the court considered issues involving management proj ...
• Hexion Specialty Chemicals, Inc. v. Huntsman Corp.
  Delaware Chancery Court finds buyer knowingly and intentionally breached merger agreement by seeking insolvency opinion to derail financing and avoid liquidated damages.
• Highfields Capital, Ltd. v. AXA Financial, Inc.
  Delaware Chancery Court favors “shared synergies” and actuarial analysis in the fair value appraisal of an insurance conglomerate’s merger.
• Huff Fund Investment Partnership v. CKx, Inc. (II)
  In statutory appraisal action, Chancery scrutinizes merger price for downward or upward adjustment based on improper inclusion of synergistic value or exclusion of value stemming from business opportunities arising prior to consummation of merger.
• In re Answers Corp. Shareholders Litigation
  DE Chancery Court approves sale of hard-to-value internet company, even though lack of any long-term forecasts prevented DCF analysis, and fairness opinion had to rely on market approach despite lack of truly comparable public companies.
• In re Cencom Cable Income Partners, LP
  DE Chancery Court finds price and process for sale of cable TV systems was fair, despite contemporaneous valuation that appraised the systems individually rather than on aggregate, and did not expressly include or quantify synergies.
• In re Cysive Shareholders Litigation v.
  The Delaware Court of Chancery considered the weight given to management projections in deciding the entire fairness of a going private transaction. The board had the liquidation value of the company determined. In that appraisal, the company’s software w ...
• In re El Paso Corp. Shareholders Litigation
  Despite a disturbing record of questionable valuations and conflicted financial advisors and principals, the Delaware Chancery Court declines to enjoin the billion-dollar merger of Kinder Morgan with El Paso.
• In re Emerging Communications, Inc. Shareholders Litigation
  The court in this case placed a fair value of $38.05 per share on the stock of a company which was acquired in a two-step going private transaction at $10.25 per share based on a fairness opinion.
• In re Hanover Direct, Inc. Shareholder’s Litigation
  Delaware Chancery court finds “battle of the experts” is entirely one-sided, based on petitioner’s expert using only one valuation method, “fraught with error.”
• In re MFW Shareholders Litig.
  DE Chancery adopts business judgment review standard where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor demonstrate merger was favorable to minority stockholders.
• In re PNB Holding Co.
  Delaware Chancery prefers traditional DCF analysis over market approaches to calculate fair value for merger price.
• In re Southern Peru Copper Corp.
  Delaware Chancery finds merger process and price tainted by “relative” DCF valuations that obscured “real world” market values, and orders $1.3 billion in damages, based on its own calculation of DCF of acquired company.
• In re Sunbelt Beverage Corp. Shareholder Litigation
  Delaware Chancery court confirms its preference for a DCF analysis, discredits company-specific risk premium, discusses circular logic behind selection of small-firm risk premium, and rejects value adjustment for post-merger conversion to an S Corp.
• In re Toys “R” Us, Inc., Shareholder Litigation
  One of the issues was whether the board’s financial advisor, Credit Suisse First Boston (First Boston), correctly excluded a control premium in its assessment of the company’s value, and, thus, whether the board failed to reasonably consider the value of ...
• In re Trados Inc.
  Court of Chancery finds the defendant directors proved “entire fairness” despite a management incentive plan and large liquidation preference that rendered the sales process unfair to common stockholders and left them with no proceeds; defendant expert’s ...
• In re U.S. Cellular
  The issue in this appraisal action was the value of the shares of two cellular companies (Janesville and Sheboygan).
• In re: Appraisal of The Orchard Enterprises, Inc.
  Delaware Chancery Court confirms its preference for the DCF approach in a statutory appraisal action as well as the CAPM for calculating the discount rate and the supply-side ERP, but rejects an adjustment to the size premium to account for the latter.
• IQ Holdings, Inc. v. American Commercial Lines Inc.
  Delaware Chancery Court declines to establish a valuation preference for “normalized” discounted cash flow analysis.
• John A. Gentile, et al. v. SinglePoint Financial, Inc.
  The Delaware Court of Chancery considered the fair value of the dissenters’ stock in this emerging high technology services company. Because a default judgment was entered against SinglePoint, only the dissenters’ expert testified to its value. The value ...
• Koehler v. Netspend Holdings Inc.
  Court agrees with plaintiff shareholder that the proposed merger was the result of a defective sale process that included the company board’s reliance on a weak fairness opinion with valuations that were “poor indicators” of the company’s value; the sale ...
• Laidler v. Hesco Bastion Environmental, Inc.
  In statutory appraisal action, Chancery agrees with experts that lack of management cash flow projections precludes use of DCF analysis, and adopts DCCF method resolving valuation disputes related to experts’ inputs and calculations.
• Lane v. Cancer Treatment Centers of America, Inc.
  The Delaware Court of Chancery determined the fair value of a closely held, subchapter S corporation’s stock. The primary reason for the great differences in value determined by the opposing experts in this case resulted from the assumptions regarding the ...
• Louisiana Municipal Police Employees' Retirement System v. Countrywide Financial Corp.
  In context of shareholder seeking access to company books, Delaware Chancery approves unique statistical methodology for testing whether stock option backdating has occurred.
• Maric Capital Master Fund, Ltd. v. Plato Learning, Inc.
  Delaware Chancery enjoins merger based on flawed proxy statement, including overstated discount rate in valuation and selectively chosen cash flow projections.
• Merion Capital, L.P. v. 3M Cogent, Inc.
  In statutory appraisal action, Court of Chancery discredits respondent’s comparable company analyses because the comparables were significantly smaller than the target and not in the same industry or had different multiples; as to the DCF analysis, the ta ...
• Michael F. Taylor v. American Speciality Retailing Group, Inc.
  The Delaware Court of Chancery considered the fair value of a minority interest in a retail sporting goods chain. The court considered the experts’ discounted cash flow, comparable company, and transaction valuations. It gave great weight to the managemen ...
• Montgomery Cellular Holding Co., Inc. v. Dobler
  Verizon Inc. had offered to buy MCHC’s majority holder, Palmer Wireless Holdings (Palmer), if Verizon’s initial public offering was successful and if Palmer could acquire 100% of the stock in all of the companies it held.
• PharmAthene, Inc. v. SIGA Technologies, Inc.
  In a major pharmaceutical case, on remand Delaware Chancery finds plaintiff proved it had a reasonable expectation of profits at the time of breach; court accepts plaintiff expert’s damages model, but orders adjustments, particularly to sales quantity.
• Reis v. Hazelett Strip-Casting Corp.
  DE Chancery Court makes substantial normalizing adjustments to capitalization of earnings values from “dueling” experts to determine fair value for fractional interests created by company’s reverse stock split.
• Richard Erickson v. Centennial Beauregard Cellular, LLC
  The Delaware Court of Chancery determined that Centennial did not provide enough information regarding its short form merger to its minority shareholders to satify Centennial's fiduciary duty of disclosure. The court denied Centennial's motion for summary ...
• Ryan v. Gifford
  Delaware Chancery Court permits shareholder derivative suit to proceed against corporate board in the stock option backdating context.
• S. Muoio & Co., LLC v. Hallmark Entertainment Investments
  Delaware Chancery urges experts to use “robust” “triangular” valuation approach, including DCF, comparable companies, and comparable transactions.
• Showell v. Pusey
  Delaware Chancery Court resolves ambiguities in CPA firm operating agreement to find that its provisions for liquidation value, rather than statutory fair value as a going concern, control buy-out price for retiring partner.
• Stuart Agranoff, et al. v. Edward M. Miller, et al.
  The Delaware Court of Chancery considered the fair value and the fair market value of warrants in an express delivery business. The court rejected a valuation using the discounted cash flow method in favor of a public guideline company method valuation. I ...
• SV Investment Partners v. Thoughtworks, Inc.
  Delaware Chancery finds that “funds legally available” for corporate stock redemption requires more than calculating a balance sheet surplus valuation.
• Towerview LLC v. Cox Radio, Inc.
  In statutory appraisal action related to radio broadcasting business, Court of Chancery affirms that pre-merger management projections generally are an “appropriate starting point” for the requisite DCF analysis; however, given signs of secular change in ...
• WaveDivision Holdings, Inc. v. Millennium Digital Media Systems, LLC
  Delaware Chancery Court applies a multiple of EBITDA analysis in assessing breach of contract expectancy damages, expressly rejecting DCF approach and fair market value.