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Fair Price for Delaware Fiduciary Actions Can Exceed Appraisal Fair Value

Can fiduciaries of Delaware corporations breach their duties and face damages for a merger that provides stockholders with the equivalent of fair value in a judicial appraisal? The answer may surprise you.

Appraisal value does not control fiduciary litigation, Court of Chancery says

In 2019, in the Columbia Pipeline statutory appraisal case, the Delaware Court of Chancery found the unadjusted deal price was the best evidence of fair value.

English High Court holds that a legal professional’s sharp acts can’t be shielded from damages under the ‘iniquity exception’

A family dispute regarding the value of control has occupied the courts for eight years, but one portion of it has achieved resolution in Barrowfen Properties v Girish Dahyanhai Patel & Ors.

Court of Chancery sanctions use of asset approach in complex appraisal case

A low-profile appraisal case in front of the Delaware Court of Chancery raised important valuation questions, including how the court should determine the fair value of a nonoperating entity and how it should deal with the value of claims both parties brought on behalf of the company prior to the contested merger.

Valuation underpinning contested stock sale reflects fair value, Court of Chancery says

In a breach of fiduciary duty action arising out of a controversial stock sale, the Delaware Court of Chancery dismissed the plaintiff’s attacks on the underlying valuation, noting the appraiser was “exceptionally knowledgeable about the industry” and held “informed beliefs” as to the company’s specific structure.

Coster v. UIP Companies, Inc.

In breach of fiduciary duty action, court says stock sale passes enhanced fairness review; appraiser valuing real estate investment services company before sale is eminently qualified and knowledgeable about industry; capitalized cash flow method “generated a reliable indicator” of company’s value.

Valuation Underlying Controversial Stock Sale Satisfies Highest Scrutiny

In breach of fiduciary duty action, court says stock sale passes enhanced fairness review; appraiser valuing real estate investment services company before sale is eminently qualified and knowledgeable about industry; capitalized cash flow method “generated a reliable indicator” of company’s value.

‘Real-World Market Evidence’ Does Not Support Dissenters’ Damages Claim, Chancery Says

Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff experts’ DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.

In re PLX Tech. Stockholders Litig.

Chancery says plaintiffs proved directors breached fiduciary duties and duty to disclose but failed to prove damages; court rejects plaintiff expert's DCF analysis, noting problematic projections and beta; “real-world market evidence” shows company was not worth more than deal price.

Willamette’s spring Insights issue is available

The Spring 2018 issue of Insights from Willamette Management Associates is titled “Thought Leadership in Breach of Fiduciary Duty Tort Claims—Valuation and Damages Analyses.”

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.

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.

In re Merge Healthcare Inc. Stockholders Litigation

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.

Chancery Recognizes Reality of Control Premium in Third-Party Offers

Court says special committee’s accepting controlling shareholder’s lower bid over third-party’s higher offer is not sign of bad-faith dealing but of reality that “buyers of corporate control will be required to pay a premium” to acquire the whole company.

Shareholder Approval ‘Cleanses’ Potential Undervaluation

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

Shareholder Approval ‘Cleanses’ Potential Undervaluation

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

In re OM Group, Inc. Stockholders Litig.

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

Chancery Recognizes Reality of Control Premium in Third-Party Offers

Court says special committee’s accepting controlling shareholder’s lower bid over third-party’s higher offer is not sign of bad-faith dealing but of reality that “buyers of corporate control will be required to pay a premium” to acquire the whole company.

In re Books a Million Stockholders Litig.

Court says special committee’s accepting controlling shareholder’s lower bid over third-party’s higher offer is not sign of bad-faith dealing but of reality that “buyers of corporate control will be required to pay a premium” to acquire the whole company.

Irme Cziraki v. Lawrence Phillis, et al.

The California Court of Appeals, Second District affirmed a trial court’s damage award in this derivative shareholder action, which awarded the plaintiff the value of a patent assignment. The value was computed by an expert who first determined the releva ...

Shareholder Agreement Sparks Suit Over Discount Use in FMV Calculation

Appeals court affirms probate court’s ruling that ambiguous shareholder agreement requiring determination of fair market value of decedent’s minority interest in closely held companies accommodated use of discounts for lack of marketability and control.

Shareholder Agreement Sparks Suit Over Discount Use in FMV Calculation

Probate court says expert and other testimony aiding in interpretation of ambiguous shareholder agreement shows that fair market value determination of decedent’s minority interest allowed for use of discounts for lack of marketability and control.

In re Estate of Bittner (Bittner II)

Appeals court affirms probate court’s ruling that ambiguous shareholder agreement requiring determination of fair market value of decedent’s minority interest in closely held companies accommodated use of discounts for lack of marketability and control.

Corwin v. KKR Fin. Holdings LLC

Regarding breach of fiduciary duty claims, Delaware Supreme Court says business judgment rule (lower standard of review) applies where disinterested stockholder majority approves merger with third party and vote was uncoerced and fully informed.

In re Estate of Bittner (Bittner I)

Probate court says expert and other testimony aiding in interpretation of ambiguous shareholder agreement shows that fair market value determination of decedent’s minority interest allowed for use of discounts for lack of marketability and control.

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