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Appraisal Rights Litigation Blog

Category Archives: Direct Capitalization of Cash Flows

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Delaware Supreme Court 3-Judge Panel Hears Appeal in ISN Software Appraisal

Posted in Award Premium, Comparable Companies, Direct Capitalization of Cash Flows, Discounted Cash Flow Analysis, Fair Value, Interest on Appraised Value, Merger Price, Precedent Transactions, Supreme Court, Uncategorized

As reported in Law360 [$$], on October 11, 2017 the Delaware Supreme Court heard argument appealing the Chancery Court’s ruling in the ISN Software appraisal case.  We have previously posted on the trial court’s decision here, in which Vice Chancellor Glasscock awarded a premium to the merger price.  The Supreme Court did not rule and… Continue Reading

Delaware Chancery Again Awards Appraisal Uplift

Posted in Award Premium, Comparable Companies, Direct Capitalization of Cash Flows, Discounted Cash Flow Analysis, Fair Value, Interest on Appraised Value, Merger Price, Precedent Transactions

Delaware Chancery has again awarded appraisal petitioners a significant bump above the merger price.  In the ISN Software Corp. Appraisal Litigation, Vice Chancellor Glasscock was facing widely divergent valuation from the opposing experts, and relied exclusively on a discounted cash flow analysis as the most reliable indicator of fair value.  The court’s per-share valuation award… Continue Reading

Chancery Court Rejects Use of Merger Price in Appraisal Action and Accepts Experts’ Direct Capitalization of Cash Flows Valuation Method; Court Also Accepts Experts’ Use of Buildup Model

Posted in Buildup Model, Direct Capitalization of Cash Flows, Discounted Cash Flow Analysis, Fair Value, Independent Valuation, Merger Price, Short-Form Merger, WACC

On May 12, 2014, the Delaware Court of Chancery issued its latest appraisal opinion, Laidler v. Hesco Bastion Environmental, Inc., addressing, among other things, the limitations on the use of merger price in an appraisal proceeding. The petition for appraisal was brought by a former employee of Hesco Bastion USA, Inc. (“Hesco”), which manufactured and… Continue Reading