In re Ancestry
In an appraisal action, Chancery says merger price stemming from robust sales process is best indicator of value; court’s own DCF valuation “is close to the market,” but problematic projections make it more suitable as a check on the sales-derived price.
Gift Tax Case Pivots on Key Assumption Informing Valuations
Taxpayer parents incurred gift tax liability when, based on improper valuations, they agreed to merge their S corp. with their sons’ S corp. and accepted an unduly low interest in the new company while sons received an unduly high interest, Tax Court says ...
Zelouf International Corp. v. Zelouf (II)
New York court rejects majority owners’ post-trial objection to prior ruling against DLOM based on unlikelihood of sale of the business; court is guided by fairness, noting “a DLOM here would be the economic equivalent of imposing a minority discount.”
In re Dole Food Co. (Dole I)
In discovery dispute over prelitigation valuation-related information, Chancery orders dissenting shareholders to disclose internal assessments of stock value finding information likely is admissible reflecting “real-world” opinion of “astute” investors.
Cavallaro v. Commissioner
Taxpayer parents incurred gift tax liability when, based on improper valuations, they agreed to merge their S corp. with their sons’ S corp. and accepted an unduly low interest in the new company while sons received an unduly high interest, Tax Court says ...
DE Chancery Plumbs Merger Price for ‘Speculative Value Elements’
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.
Valuations Underpin DE Chancery’s Ruling in Going-Private Merger
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.
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.
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 ...
Chancery Trusts DCF to Home In on Common Stock Value
Court of Chancery finds the defendant directors proved “entire fairness” despite a management incentive plan and large liquidation preference that rendered the sales process unfair to common stockholders and left them with no proceeds; defendant expert’s ...
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 ...
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 ...
In re Trados Inc.
Court of Chancery finds the defendant directors proved “entire fairness” despite a management incentive plan and large liquidation preference that rendered the sales process unfair to common stockholders and left them with no proceeds; defendant expert’s ...
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 ...
Shiftan v. Morgan Joseph Holdings, Inc.
In merger-related appraisal action Del. Chancery agrees with petitioning shareholders that fair value assessment of company as going concern must include the redemption value provided for in the original Certificate of Incorporation.
Cashed-Out Minority Not Statutory Dissenters
This case is on appeal from the New Jersey Court of Appeals case, 2001 N.J. Super. LEXIS 331, that was abstracted in the October 2001 issue of the BVU.
Gagliano v Brennan (II)
The price offered in a cash-out merger was not fair value, but the minority shareholders that were to receive only cash in the cash-out merger were not statutory dissenters.