How Delaware Courts Are Approaching Appraisal Valuation

By Michael O'Bryan and James Beha (September 4, 2018, 12:50 PM EDT) -- Predicting the price likely to result from a judicial appraisal of an acquired company's shares continues to vex acquirers and stockholders alike. The principles for determining appraisal values received a lot of attention following the Dell and DFC decisions by the Delaware Supreme Court in the latter part of last year, each of which reversed a Delaware Chancery Court decision that had found a company's appraisal value to be greater than the underlying deal price.[1] In both cases, the Delaware Supreme Court endorsed reliance on efficient market principles, but declined to establish a presumption in favor of the negotiated deal price, even in an arm's-length transaction, and reiterated the obligation of a court conducting an appraisal valuation to consider "all relevant factors."...

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