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Business Valuations Fair Value Standard

J.S. Held

Reducing Bias in Business Valuation Engagements

J.S. Held on

“When the facts change, I change my mind. What do you do?” - Sir John Maynard Keynes - Our waking hours are bombarded with more information than can be absorbed. From 2009 to 2017, the amount of data that enters the human...more

Opportune LLP

Oil & Gas Valuation: 5 Questions to Ask When Stock Is Used As Consideration

Opportune LLP on

Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more

Farrell Fritz, P.C.

Clash of Valuation Visions: Appraisal Proceeding Over Manhattan Eyeglass Shop Goes the Distance

Farrell Fritz, P.C. on

The authors of this blog have a special affinity for fair value appraisal proceedings.  The narrow hearings—where the sole issue before the court is the fair value of an owner’s interest in a business—require attorneys and...more

Opportune LLP

Oil & Gas Valuation: 5 Things To Consider When Stock Is Used As Consideration

Opportune LLP on

Here are five concepts to keep in mind when utilizing stock as a form of consideration in an oil and gas transaction....more

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Reaffirms Primacy of Market Evidence in Determining Fair Value in Appraisal Proceedings

On July 9 and October 12, 2020, the Delaware Supreme Court added two more opinions to its growing suite of recent appraisal decisions underscoring the prominence of market-based factors in determining fair value. In Fir Tree...more

Farrell Fritz, P.C.

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Farrell Fritz, P.C. on

There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Confirms Market-Based Factors Constitute the Best Indicators of Fair Value

Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality...more

Farrell Fritz, P.C.

How to Initiate a Fair Value Appraisal Proceeding – a Dissenter’s Checklist

Farrell Fritz, P.C. on

Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more

Cadwalader, Wickersham & Taft LLP

M&A Update: The Importance of a High-Quality Sales Process in Determining the Outcome of an Appraisal Proceeding

Two recent decisions by the Delaware Court of Chancery underscore that the outcome of an appraisal proceeding often will turn on the quality of a company’s sale process. ...more

Morrison & Foerster LLP

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

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...

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

Cadwalader, Wickersham & Taft LLP

M&A Update: Delaware Supreme Court Emphasizes Deal Price in Appraisal Litigation

On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

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

Farrell Fritz, P.C.

Episode 2: Chris Mercer Interview on Marketability Discount: Part 2

Farrell Fritz, P.C. on

If you haven't already listened to Episode 1/Part 1 of my interview with Chris Mercer, in which Chris discusses the fundamentals of the controversy surrounding application of the marketability discount in statutory fair value...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...

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

Jaburg Wilk

Business and Professional Practice Valuation in Divorce

Jaburg Wilk on

The valuation of a business or professional practice in a divorce proceeding requires the resolution of unique issues. Among the most significant of these issues are the valuation date and the standard of value to be...more

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