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.
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.
Skeen v. Jo-Ann Stores
At issue is whether the minority stockholders had enough financial information to decide whether to accept the merger consideration or seek appraisal.
Additional Information Not Required for Appraisal Rights Decision
The issue in this inadequate disclosure action is whether corporate disclosures to the minority shareholders were adequate under the circumstances.
Andra v. Blount
Issue was whether a minority stockholder with appraisal rights could pursue claim that back-end merger price was rendered unfair by the defendants' breaches of fiduciary duty.
Minority Shareholder Has No Standing to Challenge Disclosures, Can Pursue Claim for Breach of Fiduciary Duty
This case involves a tender offer/back-end merger the defendants initiated.
Matador Capital Management v. BRC Holdings, Inc.
At issue is the board's failure to protect shareholder's interest and maximize stock value during a merger.
Disclosure of Valuation Method Not Required
Plaintiffs, shareholders of defendant BRC Holdings Inc. (BRC) sought a preliminary injunction prohibiting the consummation of a planned tender offer followed by a merger of BRC and defendant ACS Acquisition Corp. (ACS).
Court Interprets Limited Partners' Rights to Be Very Restricted
In 1988, Host Marriott arranged to form a limited partnership to own three hotels and a 50% interest in a fourth.
Supreme Court Affirms Board's Reliance on Solvency Opinion
On appeal, plaintiffs brought a punitive class-action suit alleging that the repurchase of shares in connection with an acquisition resulted in the impairment of capital.
Klang v. Smith's Food & Drug Center, Inc. (II)
Issue is whether directors breached their fiduciary duty of candor by failing to disclose material facts prior to shareholder approval of transactions.
In re Marriott Hotel Properties II
At issue is plaintiff's contention that the purchase price for any and all of the outstanding limited partnership units should have included a control premium and the defendants had a fiduciary duty.
Plaintiff Challenges Going Concern Asset Valuation Premise Used in Solvency Opinion
Plaintiffs sought rescission on a series of transactions including a merger, stock repurchase and certificate amendment.
Klang v. Smith's Food & Drug Centers, Inc. (I)
Plaintiffs sought recission on a series of transactions including a merger, stock repurchase and certificate amendment on theory that directors breached fiduciary duty.
More Court Cases... Shareholder Dispute: Cheyenne Software
Claiming a breach of fiduciary duties by the Cheyenne Software Board of Directors, the shareholders sought to have a preliminary injunction issued to delay an all-cash offer for the company.
In re Cheyenne Software Shareholders Litigation
At issue is breach of fiduciary duties and the value of Cheyenne stock at the time of a merger with Computer Associates, Inc.