As more fully explained in a Law360 article by the same authors of this Blog, just last month the Delaware Chancery Court squarely rejected any suggestion that the merger price paid for a company is a proxy for the fair value of its stockholders’ shares. Consistent with two landmark Delaware rulings of the past few years — Golden Telecom, Inc. v. Global GT LP and In re Orchard Enterprises, Inc. — the Chancery Court answered any open question as to whether a court would attach presumptive weight to the merger price with a resounding “no.” In so ruling, the Chancery Court found the actual merger price paid by the acquirer to be “largely irrelevant” in determining the fair value of the company’s shares.

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Photo of Larry Rolnick Larry Rolnick

Larry is a partner of Rolnick Kramer Sadighi LLP. Larry has over 30 years of experience representing investors to recover their losses, defend their rights as stakeholders, and pursue value-generating litigation strategies across the spectrum of investment approaches.  Larry has been instrumental in…

Larry is a partner of Rolnick Kramer Sadighi LLP. Larry has over 30 years of experience representing investors to recover their losses, defend their rights as stakeholders, and pursue value-generating litigation strategies across the spectrum of investment approaches.  Larry has been instrumental in recovering over $1 billion for professional investors and their clients.   While Larry’s primary focus is the recovery of losses arising from securities fraud via direct action, he has extensive experience in every aspect of investor litigation.  He has represented clients as both plaintiffs and defendants in direct securities claims, class actions, opt out actions, indenture and credit agreement-related actions, appraisal proceedings, bondholder litigations, activist actions and litigation involving structured finance among other areas.

Photo of Steve Hecht Steve Hecht

Steve Hecht is a go-to trial lawyer for hedge funds, institutional investors, family offices, university endowments, venture funds and other investors interested in utilizing the legal process to create value for their own investors. Whether by activist litigation, fiduciary duty claims, or appraisal…

Steve Hecht is a go-to trial lawyer for hedge funds, institutional investors, family offices, university endowments, venture funds and other investors interested in utilizing the legal process to create value for their own investors. Whether by activist litigation, fiduciary duty claims, or appraisal and other valuation strategies, Steve has extensive experience across the gamut of options for shareholders.  He regularly tries cases in Delaware Chancery Court and around the country for clients seeking outsized returns. Steve is a partner of Rolnick Kramer Sadighi LLP.