An interesting question has surfaced lately: how does publicly traded stock get valued when held by an M&A target that is itself the subject of an appraisal action? Not a ton of guidance on this question, but we did locate a turn-of-the-century case worth dusting off: in Paskill Corp. v. Alcoma Corp., Delaware’s Supreme
Law360 highlights several appraisal decisions in its list of the biggest Delaware cases of 2019. The article notes that among the 2019’s notable Supreme Court decisions was Aruba Verition Partners Master Fund Ltd. et al. v. Aruba Networks Inc., where the Court rejected reliance on Aruba’s stock price in determining fair value. The article
Commentary on the recent Jarden decision has focused, unsurprisingly, on the use of unaffected stock price in the decision after some commentators viewed the methodology as dead after Aruba. As a recap, unaffected stock price methodology involves determining the fair value of an acquired company using its stock price before the merger announcement.
Blog World of Securities Regulation has this extensive breakdown of the recent Columbia Pipeline decision. The author notes that the Columbia Pipeline analysis goes through each factor, or sub-analysis, that the Delaware courts have considered relevant (to varying degrees) in appraisal proceedings recently. These include:
The Delaware Court of Chancery has found that the fair value of Columbia Pipeline Group’s common stock on the valuation’s effective date was the merger price of $25.50 per share, plus interest.
Read the decision here.
We will cover Columbia commentary as it releases.
By a July 19, 2019 ruling, Vice Chancellor Slights set the fair value of Jarden Corporation at its unaffected market price of $48.31, below the $59.21 per share value of cash and stock that Newell Rubbermaid had paid to acquire it. The court also performed a DCF analysis that corroborated its valuation. The court
A recurring topic in appraisal litigation (and merger litigation more generally) is that potential buyers, and in particular those who are most engaged with the company get a “look under the hood” that general investors do not. But this simplistic analogy may actually understate the informational advantage of a buyer compared to the market at
JDSupra has published an article discussing recent valuation issues in five states: Louisiana, Georgia, West Virginia, Alaska, and Pennsylvania.
While each decision covered is worth discussion in its own right, a comparative analysis of this kind lends itself to highlighting the similarities and differences between the states. In particular, how (and if) each state applies
Law360 [$$] ran this piece today, Are Delaware Courts Last To Believe In Efficient Markets?, discussing Delaware Chancery’s Aruba decision, its treatment of the efficient market hypothesis, and the Supreme Court’s upcoming hearing of the appeal, which will take place this Wednesday, March 27, 2019.
We have written on Aruba previously, along with its
On March 27, 2019, at 10 a.m., the Delaware Supreme Court will hold argument in the Aruba Networks appraisal case.
We’ve covered the Aruba decision before, along with some of the impact the case has had on the appraisal landscape. Little doubt the argument before the Delaware Supreme Court will be enlightening to