Delaware Supreme Court Reproves Chancery’s Use of Unaffected Market Price in Aruba

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Court Case Digests
April 16, 2019

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7379 Computer Related Services, NEC
541519 Other Computer Related Services
shareholder dissent/oppression
beta, fair value, mergers and acquisitions (M&A), weighted average cost of capital (WACC), discounted cash flow (DCF), statutory appraisal, synergy, projections, capital asset pricing model (CAPM), arm's length, market analysis, efficient market
Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba III)
2019 Del. LEXIS 197
US
State Court
Delaware
Supreme Court
Paul Marcus (petitioners); Kevin Dages (company/respondent)
Per Curiam

Summary

Delaware Supreme Court overturns Court of Chancery’s fair value determination based on unaffected market price and awards petitioners deal price minus synergies as determined by company; trial court’s analysis rested on “inapt” agency-costs theory and raised due process and fairness concerns.

See Also

Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba III)

Full Text of Court Cases
April 16, 2019

Delaware Supreme Court overturns Court of Chancery’s fair value determination based on unaffected market price and awards petitioners deal price minus synergies as determined by company; trial court’s analysis rested on “inapt” agency-costs theory and raised due process and fairness concerns.