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Chancery Says Solid Sales Process Lends Credibility to Deal Price

In appraisal action, Chancery says final merger consideration best represents fair value, noting sales process led to “meaningful price discovery”; court says with DCF too much depends on assumptions; small changes may have outsize impact on value range.

Chancery Says Solid Sales Process Lends Credibility to Deal Price

In appraisal action, Chancery says final merger consideration best represents fair value, noting sales process led to “meaningful price discovery”; court says with DCF too much depends on assumptions; small changes may have outsize impact on value range.

Merion Capital L.P. v. Lender Processing Servs.

In appraisal action, Chancery says final merger consideration best represents fair value, noting sales process led to “meaningful price discovery”; court says with DCF too much depends on assumptions; small changes may have outsize impact on value range.

Chancery achieves fair value with three imperfect valuation techniques

The whole is greater than the sum of its parts. Perhaps Chancellor Bouchard thought of Aristotle when he recently ruled in a statutory appraisal action that, even though the results of three common valuation techniques were unreliable indicators of value, in combination they established fair value.

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.

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.

Yet Again, Delaware Looks to DCF in Appraisal Action

PNC Financial Services Group Inc. (PNC), the parent of PFPC Holding Corp. (Holding), had planned to take Holding’s subsidiary, PFPC Worldwide Inc. (PFPC), public via an initial public offering (IPO), but the opportunity did not arise.

Court Rejects DCF Approach Where Inputs Are 'Untethered to Reality'

In this appraisal action, the only valuation issue was the value of only one of the merged company’s assets.

Valuation Upheld Against Party That Fails to Use Independent Valuation Sources

Verizon Inc. had offered to buy MCHC’s majority holder, Palmer Wireless Holdings (Palmer), if Verizon’s initial public offering was successful and if Palmer could acquire 100% of the stock in all of the companies it held.

Andaloro v. PFPC Worldwide, Inc.

PNC Financial Services Group, Inc. (PNC), the parent of PFPC Holding Corp. (Holding), had planned to take Holding's subsidiary, PFPC Worldwide, Inc. (PFPC), public via an initial public offering (IPO), but the opportunity did not arise.

Montgomery Cellular Holding Co., Inc. v. Dobler

Verizon Inc. had offered to buy MCHC’s majority holder, Palmer Wireless Holdings (Palmer), if Verizon’s initial public offering was successful and if Palmer could acquire 100% of the stock in all of the companies it held.

Delaware Supreme Court Affirms Valuation Methodology, But Not Value

This dissenting stockholder appraisal action, arising out of a cash-out merger of the minority shareholders of Technicolor Inc., has been in litigation for over two decades.

Cede & Co. v. Technicolor, Inc.

This dissenting stockholder appraisal action, arising out of a cash-out merger of the minority shareholders of stock of Technicolor, Inc., has been in litigation for over two decades.

Finkelstein v. Liberty Digital, Inc.

In this appraisal action, the only valuation issue was the value of only one of the merged company's assets.

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