Valuations Underpin DE Chancery’s Ruling in Going-Private Merger
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.
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.
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.
Kahn v. M&F Worldwide Corp.
DE Supreme Court affirms use of business judgment review where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor confirmed merger was favorable to minority stockholders.
In re Rural Metro Corp. Stockholders Litigation
Financial advisor aided and abetted directors’ breach of fiduciary duty by causing ill-timed, below-fair-value sale of the company based on manipulated valuation analysis, including false and material information related to precedent transaction analyses.
Delware Chancery Prefers Use of Merger Price to Determine Fair Value
In statutory appraisal action, Chancery finds experts’ comparable analyses and DCF analyses are unreliable techniques with which to determine the target’s fair value; instead, the court opts to adopt the merger price, which it says resulted from a sales p ...
Merger-Related Projections Pass Muster With Delaware Chancery
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 ...
No Taboo Against Marketability Discount in Shareholder Suit
In dissenting shareholder action, appellate court finds trial court had discretion to dismiss valuations from parties’ experts as “prejudiced” and draw on a third-party investor proposal for a “more realistic value” of the subject company; it also affirms ...
Huff Fund Investment Partnership v. CKx, Inc. (I)
In statutory appraisal action, Chancery finds experts’ comparable analyses and DCF analyses are unreliable techniques with which to determine the target’s fair value; instead, the court opts to adopt the merger price, which it says resulted from a sales p ...
Delaware Chancery Court’s Appraisal Puts Focus on Precrisis Projections
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 ...
DCF Valuation Meant to Underpin Fairness Opinion Upends It
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 ...
Can Defendant Disclaim Its Own Projections to Undo Expert’s Valuation?
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
Tutunikov v. Markov
In dissenting shareholder action, appellate court finds trial court had discretion to dismiss valuations from parties’ experts as “prejudiced” and draw on a third-party investor proposal for a “more realistic value” of the subject company; it also affirms ...
Minority Shareholder’s Conduct Warrants Marketability Discount
In forced buyout, the appellate court affirms the trial court’s decision to adopt, with reservations, the discounted-cash-flow (DCF) valuation the seller’s expert proposed, but finds the oppressive conduct of the minority shareholder, the seller, justifie ...
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 ...
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 ...
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.
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 ...
Citrin Holdings, LLC v. Minnis
Appeals court strikes down $28.2 million award to minority owner finding expert’s determination of the present value of the owner’s interest in income-producing properties relied on majority owner’s unreliable internal projections; although a party’s effo ...
Wisniewski v. Walsh
In forced buyout, the appellate court affirms the trial court’s decision to adopt, with reservations, the discounted-cash-flow (DCF) valuation the seller’s expert proposed, but finds the oppressive conduct of the minority shareholder, the seller, justifie ...
NY Court Ratifies DLOM in Fair Value of Real Estate Companies
In dissenting shareholder case, appellate court affirms application of DLOM to statutory fair value of real estate holding companies, as well as present-value discount for taxes on built-in gains (BIG).