Proxy Disclosed Sufficient Valuation Data to Allow Informed Vote on Merger

Business Valuation UpdateVol. 23 No. 5
BVLaw Case Update
May 2017
7372 Prepackaged Software
511210 Software Publishers
breach of fiduciary duty
discounted cash flow (DCF), entire fairness, merger, fairness opinion, net operating loss, business judgment, compensation, cash flow projections

In re Merge Healthcare Inc. Stockholders Litigation
2017 Del. Ch. LEXIS 17
January 30, 2017
US
State Court
Delaware
Court of Chancery of Delaware
Goldman Sachs (financial advisor, subject company)
Glasscock

Summary

Chancery says proxy gave disinterested shareholders sufficient information about valuation analysis underlying financial advisor’s fairness opinion to enable informed vote, and it dismisses breach-of-fiduciary-duty claims under business judgment rule.

See Also

Proxy Disclosed Sufficient Valuation Data to Allow Informed Vote on Merger

Chancery says proxy gave disinterested shareholders sufficient information about valuation analysis underlying financial advisor’s fairness opinion to enable informed vote, and it dismisses breach-of-fiduciary-duty claims under business judgment rule.