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Recent Cases from the Delaware Chancery: What Appraisers Need to Know Now

Join Bill Kennedy for a summary of key valuation issues ruled on by the Delaware Chancery and Delaware Supreme Court. Get coverage of recent cases and discover trends seen in the courts. Learn how the courts have treated the different valuation methods in recent cases, as well as factors to consider when applying the methods. No matter where you practice, the takeaways from this session will help valuation professionals deliver a quality, litigation-ready report.

Impact of Contractual Rights on Preferred Stock Valuations in Delaware

The rights and the value of preferred stock have been the subject of several Delaware court decisions. These decisions are particularly significant for understanding the importance of contractual rights as the defining attribute affecting the valuation of preferred stock. Directors' fiduciary duties are primarily to common shareholders, while obligations to preferred shareholders are primarily contractual. Preferred stocks' contractual rights, as interpreted in these decisions, directly affects the value of the preferred and the common. When ...

BVU News and Trends August 2019

monthly roundup of key developments of interest to business valuation experts.

BVU News and Trends July 2019

A monthly roundup of key developments of interest to business valuation experts.

Willamette gives insights into shareholder litigation

The Spring 2019 Insights from Willamette Management Associates focuses on shareholder litigation and is edited by Kevin M. Zanni.

BVU News and Trends April 2019

A monthly roundup of key developments of interest to business valuation experts.

Unequivocal ‘no’ to unaffected market price—Delaware Supreme Court strikes down Aruba Networks

In a sharp rebuke, the Delaware Supreme Court recently overturned the Court of Chancery’s confounding decision in the Aruba Networks statutory appraisal case to use the unaffected market price as the sole indicator of fair value.

Paper says Delaware blundered in Dell and DFC Global

A paper analyzes what it calls “critical mistakes” in two Delaware Supreme Court decisions concerning appraisal rights.

Aruba Networks: Should Appraisals Rely on Unaffected Market Price?

Delaware appraisal decisions in recent years have effectively endorsed the concept that the price paid in an arm’s-length transaction is “fair value” when there has been a “robust” sales process. This article examines the “troubling” ruling in which the court based its appraisal solely on the unaffected market price.

Deal price vs. the DCF: Two new Delaware cases grapple with ‘transformed’ fair value landscape

With the landmark rulings in DFC Global and Dell, the Delaware Supreme Court has given its “full-throated endorsement” of market efficiencies by declaring the deal price (minus synergies) a strong indicator of statutory fair value, say two new statutory appraisal opinions from the Court of Chancery.

Flawed thinking re: capex and the DCF

An article in the current (August 2018) issue of Business Valuation Update examines what it calls the Delaware court’s erroneous default position in fair value proceedings that capital expenditures should equal depreciation in determining terminal value in a DCF analysis.

Delaware’s Unwarranted Assumption That Capex Should Equal Depreciation in a DCF Model

Delaware fair value proceedings have predominantly adopted the erroneous assumption that capital expenditures should equal the sum of depreciation and amortization in determining terminal value. Here’s an analysis of these flawed decisions.

Delaware Chancery defends use of market price, citing recent high court rulings

A few months ago, in a statutory appraisal case, the Delaware Court of Chancery made news when it used the unaffected market price as the indicator of fair value.

Appraisal rights in M&A

In a recent presentation by attorneys from Cadwalader, it’s clear that appraisal rights continue to be an important topic in the M&A world.

BVU News and Trends June 2018

A monthly roundup of key developments of interest to business valuation experts.

BVU News and Trends May 2018

A monthly roundup of key developments of interest to business valuation experts.

Appraisal rights in the U.S. and EU

In the U.S., there has been a surge of appraisal petitions and appraisal arbitrage, but this is not the case in the EU, according to a paper by Alexandros Seretakis (Trinity College, Dublin).

Briefing examines recent appraisal decisions

Since the Delaware Supreme Court issued its landmark Dell appraisal decision (see prior coverage), the Delaware courts have issued three appraisal decisions—Aruba, AOL, and SWS—which, unlike Dell, assigned no weight to the deal price in setting fair value below the deal price.

New paper examines statutory rights of appraisal in Delaware

“The Anna Karenina principle is alive and well in the Delaware courts,” according to a paper that explores statutory rights of appraisal and the search for the sometimes “elusive” concept of fair value.

Delaware Supreme Court balks at Court of Chancery’s Dell decision

Twice, in 2017, the Delaware Supreme Court struck down statutory appraisal rulings by the Delaware Court of Chancery that dismissed the importance of the market price.

Statutory Fair Value in Dissenting Shareholder Cases: Part II

This article continues the discussion of statutory appraisal that was presented in Part I in the prior issue of Business Valuation Review. Fair value, the predominant standard of value employed by state courts to value dissenters' shares in appraisal cases is, is determined by state law. In most states, fair value is the shareholder's pro rata portion of the value of a company's equity. This article discusses the approaches used by the Delaware courts' views ...

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.

Must an expert witness be a human?

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