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
Unaffected stock price
Commentary: Did Unaffected Stock Price Make a “Comeback” in Jarden?
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.…
Chancery Court Issues Ruling in Jarden Appraisal Case
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…
Delaware Chancery Decides Jarden Appraisal Case
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…
A Law Firm Reaction Roundup: Aruba
We’ve covered before some reactions to the Aruba decision. In the time since the decision, numerous law firms have provided further commentary on the decision, including:
HLS Forum Blog: Aruba Makes Dell Compliance – i.e., Process – the Focus
Did the Aruba Decision Make “Serious” Corporate Finance Mistakes?
Yes – at least according to Professors Korsmo and Myers. In this piece from the HLS Forum on Corporate Governance, the Professors argue that the Aruba decision continued a trend of the Delaware Supreme Court misapplying certain modern finance concepts, starting most glaringly in Dell and DFC, and with Aruba only slowly turning the ship…
More Coverage of Aruba
From Deallawyers.com, observing that the decision can be read as a pretty direct rebuke to the lower Court, and focusing on the Delaware Supreme Court’s finding that the lower court decision appeared “results-oriented.”
From Bloomberg Law, arguing that Aruba harms appraisal arbitrage (despite rejecting unaffected stock price), but concluding that “ . .…
Aruba Coverage Continues
The Bloomberg article “Appraisal Arbitrage Makes a Comeback” analyzes the Aruba decision in comparison to other prominent appraisal cases.