Court refuses to take stand on minority discount in buyback of shares
The parties retained a sole appraiser, whom they both knew from past appraisals he had done of the company. Prior to formally engaging the appraiser, in a court hearing, both sides broached the issue of whether it was appropriate to apply a minority discount in valuing the plaintiff's shares. The court declined to weigh in on the subject, but told the parties the minority discount issue should form “part of the discussion” they needed to have over the valuation methodology.
Affirmation of DLOM Rulings Augurs End to Shareholder Fight
In dissenting shareholder suit, appeals court upholds trial court’s finding that prevailing DCF analysis did not account for illiquidity by way of a separate marketability discount, as well as court’s finding that appropriate DLOM rate was 25%.
Additional Valuation Information Worthless? Delaware Chancery Thinks So
Asked to probe the value of the disclosures and by extension the fairness of the settlement to the absent class members, the Chancellor used the occasion to detail the problems related to disclosure settlements. He noted the Chancery’s historical practice of approving such settlements, even though they frequently were of marginal value to the plaintiffs. He considered this past attitude of the court one of the causes for the explosion of deal litigation “beyond the realm of reason."
New Jersey DLOM ruling inches ancient dissenting shareholder suit to conclusion
The parties' most recent fight focused on whether the prevailing expert's DCF analysis embedded a marketability discount to account for illiquidity. If not, the trial court had to decided what the appropriate DLOM rate was. The plaintiff-selling shareholder argued in favor of a zero DLOM, the defendants-buying shareholders presented an expert valuation that specified a 35% DLOM, based on the expert's use of a market approach.
Uncertainty Over Key Inputs Compromises DCF, Chancery Says
Chancery favors merger price, without synergy adjustment, over DCF-generated value, noting uncertainties over key inputs such as projections, equity risk premium, terminal growth rate as well as the “wildly divergent” DCF results of the parties’ experts.
In re Trulia Stockholder Litig.
In stockholder class action, Chancery declines to approve settlement that requires plaintiffs to agree to broad release of claims in exchange for additional valuation-related information, finding it fails to meet applicable “fair and reasonable” standard.
Pearson v. Westervelt Co.
Appeals court finds no error in trial court’s rejection of plaintiff’s demand for inspection of corporate records on executive compensation, where expert testimony showed information was not necessary to value plaintiff’s minority interest in company.
Rubin v. Bedford
Appeals court affirms soundness of going private merger; court says plaintiffs failed to point to better offer and their expert lacked formal accounting, economics, and valuation training and displayed a light grasp of issues related to company’s value.
Wisniewski v. Walsh (Wisniewski II)
In dissenting shareholder suit, appeals court upholds trial court’s finding that prevailing DCF analysis did not account for illiquidity by way of a separate marketability discount, as well as court’s finding that appropriate DLOM rate was 25%.
Appraiser Lacks Necessary Valuation Expertise, Dissent Says
Court majority finds appointed appraiser’s fair value determination meets legal requirements applicable to dissenting shareholder proceeding; dissent says appraiser lacked valuation expertise and ignored proper business valuations from parties’ experts.
Appraiser Lacks Necessary Valuation Expertise, Dissent Says
Court majority finds appointed appraiser’s fair value determination meets legal requirements applicable to dissenting shareholder proceeding; dissent says appraiser lacked valuation expertise and ignored proper business valuations from parties’ experts.
Chancery Lauds Advisor’s ‘Heroic’ Efforts at Credible DCF
In joint fairness/statutory appraisal action, Chancery finds defendants’ fraud defeated financial advisor’s ability to produce reliable DCF, notwithstanding advisor’s “heroic” efforts to create “the most credible and reliable projections in the case.”
Chancery Validates Tax Affecting in Fair Value Case
In statutory appraisal, Chancery affirms need for tax affecting in calculating projected free cash flows for DCF model; “operative metric” under Kessler model is amount of funds available for distribution to shareholders, not actual distributions made.
Adjusted Merger Price Superior to Other Valuation Methods
In appraisal arbitrage case, Chancery finds merger price adjusted for synergies is best indicator of fair value of company; dissenter’s DCF value rests on unsound management projections and its comparable transactions analysis uses too few data points.
Merion Capital LP & Merion Capital II LP v. BMC Software
Chancery favors merger price, without synergy adjustment, over DCF-generated value, noting uncertainties over key inputs such as projections, equity risk premium, terminal growth rate as well as the “wildly divergent” DCF results of the parties’ experts.
Chancery Adopts Merger Price Sans Cost Savings Reduction
Chancery agrees with company expert’s reliance on merger price as best estimate of fair value of company where DCF and comparable companies analyses lack reliable data, but court rejects downward adjustment for purported cost savings related to merger.
Discovery Evidence Casts Doubt on Valuator’s Independence
Appeals court affirms fair value determination in statutory appraisal, finding trial court properly assessed expert testimony against background of seller’s financial condition and circumstances surrounding sale; purchase price was relevant consideration.
In re Dole Food Co. (Dole III)
In joint fairness/statutory appraisal action, Chancery finds defendants’ fraud defeated financial advisor’s ability to produce reliable DCF, notwithstanding advisor’s “heroic” efforts to create “the most credible and reliable projections in the case.”
Shaffer v. Visaggio’s, Inc. (I)
Court majority finds appointed appraiser’s fair value determination meets legal requirements applicable to dissenting shareholder proceeding; dissent says appraiser lacked valuation expertise and ignored proper business valuations from parties’ experts.
Shaffer v. Visaggio’s, Inc. (II)
Court majority finds appointed appraiser’s fair value determination meets legal requirements applicable to dissenting shareholder proceeding; dissent says appraiser lacked valuation expertise and ignored proper business valuations from parties’ experts.
LongPath Capital, LLC v. Ramtron International Corp.
In appraisal arbitrage case, Chancery finds merger price adjusted for synergies is best indicator of fair value of company; dissenter’s DCF value rests on unsound management projections and its comparable transactions analysis uses too few data points.