Delaware Business Litigation Report

Court Of Chancery Again Accepts Merger Price In An Appraisal

Merlin Partners LLP v. Autoinfo Inc., C.A. 8509-VCN (April 30, 2015)

This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. It does not do so lightly. Rather, the merger price is used when the Court is both convinced that price reflects a fulsome market check without any outside factors affecting that negotiation and when the alternative valuation methods lack real merit. The opinion is also interesting for its discussion of the too-often overlooked issue of whether the merger price was affected by post-merger cost savings for the acquirer. If you make the argument that it was, you need to prove it with some facts.

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