News & Analysis as of

Valuation Mergers Fair Market Value

Opportune LLP

Business Combinations vs Asset Acquisitions ...

Opportune LLP on

The classification of a transaction as either a business combination or an asset acquisition for financial reporting purposes has recently received greater attention. The differences between the two types of transactions can...more

Mintz - Venture Capital & Emerging Companies...

Section 409A Valuations: Mastering the Art and Science in a Volatile Venture Market

Within the unpredictable landscape of start-ups and private companies, market volatility can significantly alter a company’s financial trajectory. An integral part of navigating this volatility is understanding the role and...more

Dorsey & Whitney LLP

New FTC Position on Debt and HSR Valuation

Dorsey & Whitney LLP on

On August 26, the Federal Trade Commission announced a new position on an important factor in determining whether a transaction must be reported under the Hart-Scott-Rodino Act: whether debt repayment at closing counts in...more

Farrell Fritz, P.C.

Valuation, Hindsight, And Taxes

Farrell Fritz, P.C. on

The Benefit of Knowing- Monday morning quarterbacking – the connotations are anything but positive. Life is full of instances in which someone, in possession of all the factors that informed – or that should have...more

K&L Gates LLP

Delaware Court Of Chancery Uses Company’s Unaffected Market Price To Determine Fair Value In Appraisal Action

K&L Gates LLP on

In In Re: Appraisal of Jarden Corporation, C.A. No. 12456-VCS (Del. Ch. Jul. 19, 2019), the Delaware Court of Chancery (the “Court”) determined in a statutory appraisal action that, in connection with a merger, the fair value...more

White and Williams LLP

Delaware Chancery Court Finds Unaffected Market Price to Be Fair Value in a Post-Dell Appraisal Decision

On February 15, 2018, in the statutory appraisal proceeding of Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery decided that the “most persuasive evidence” of Aruba Networks’ fair...more

Dechert LLP

Delaware Appraisal Litigation: The Court of Chancery Holds That a Company’s Unaffected Market Price Constitutes “Fair Value”

Dechert LLP on

In a recent appraisal decision, Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba Networks), the Delaware Court of Chancery awarded 30% less to the shareholders than they would have received had they not...more

Morris James LLP

The Problem With Delaware Business Valuations

Morris James LLP on

A recent decision by the Delaware Court of Chancery has caused the defenders of all things corporate America wants from its courts to complain once again of unfair treatment. While their complaints are misplaced in this...more

McCarter & English, LLP

Delaware Law Updates - Delaware Supreme Court Defers to the Court of Chancery’s Fact-Finding and Witness Credibility...

In a recent decision out of the Delaware Supreme Court—CDX Holdings, Inc. v. Fox, C.A. No. 526, 2015 (Del. June 6, 2016)—Justice Holland, writing for the majority, affirmed a Court of Chancery post-trial decision that found...more

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