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Conyers

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

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On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

Jones Day

Delaware Supreme Court Upholds Unaffected Market Price in Statutory Appraisal Action

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The Situation: Stockholders sought appraisal—judicial determination of the "fair value" of their stock—in connection with a merger. The Delaware Court of Chancery found that the fair value was equal to the company's...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Continues To Rely on Market-Based Metrics in Appraisal Decisions

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In recent decisions, the Delaware Court of Chancery continued to follow the Delaware Supreme Court’s mandate from Aruba, Dell and DFC to rely on market-based metrics, when available, to determine fair value in appraisal...more

Morrison & Foerster LLP

Delaware Chancery Court in Aruba Appraisal Finds Fair Value to be the Pre-Announcement Market Price: 30% Below Deal Value

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In 2015, Hewlett Packard acquired Aruba for a negotiated price of $24.67 per share, or about $2.8 billion. Several stockholders sought appraisal. On February 15, the Delaware Court of Chancery found that, for purposes of...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Concludes That Company's Unaffected Trading Price Prior to Merger Is Fair Value for Purposes of...

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On February 15, 2018, the Delaware Court of Chancery issued its post-trial decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., a statutory appraisal proceeding arising from Hewlett-Packard's 2015...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

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Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

Goodwin

Delaware Supreme Court Clarifies The Role Of Deal Price In Appraisal Proceedings

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In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more

Cadwalader, Wickersham & Taft LLP

Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in...

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On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more

Perkins Coie

What’s Happening in Delaware M&A – Summer 2016

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This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

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