“Market evidence matters” is one lesson from a string of recent appraisal decisions in which Delaware courts have rejected claims brought by merger dissenters that the fair value of a company’s stock is higher than the price paid in the transaction. In an article
, partners at Wachtell, Lipton, Rosen & Katz say, “[T]he courts will not readily accept pie-in-the-sky valuations prepared by hired litigation experts that do not correspond to the price investors and buyers with actual money were prepared to put at risk.” On the other hand, the authors point out that for “strategic transactions—which may include synergy value to which dissenting stockholders are not entitled under the appraisal statute—Delaware has made clear that the appraised value may well be less than the deal price.”
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