Valuation firm Willamette Management Associates has put out a pair of articles discussing the calculation and treatment of synergies in appraisal actions. At least in Delaware, the value of an appraisal petitioner’s shares is to be fixed as the fair value of the company less synergies. Synergies can thus become a significant battleground in

When considering how to structure a deal – consider appraisal. That’s one of the takeaways from a detailed M&A presentation by lawyers at Morgan Lewis. As we’ve covered before, the existence of appraisal rights, how they may be exercised, and what percentage of shareholders may exercise appraisal rights are considerations for deal lawyers

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:

  • Sales process;
  • Deal price (and the reliability of it);

Vice Chancellor Slights has decided the Jarden appraisal case, a claim stemming from the 2016 sale of Jarden to Newell Rubbermaid Corp. In the opinion, the Vice Chancellor ultimately awarded below merger price, relying on a number of factors and discussing the interplay of merger price, unaffected stock price, discounted cash flow analysis and

Legal news site Law360 ran this analysis [$$$] of Aruba, focusing on whether the decision should be seen as a fight between valuation methodologies, or between two courts trying to fulfill their respective roles. The Chancery Court, left to apply the Delaware Supreme Court’s precedent to complex fact situations and manage cases from their infancy

The Cornerstone Report provides several data points concerning the frequency of court awards above merger price in appraisal actions as well as the size of the premiums and distinctions between results involving public and private companies.  Between 2006 and 2018, Cornerstone reports 34 appraisal cases that went to trial; 16 resulted in awards above deal