Main Menu

Court Of Chancery Clarifies Termination Fee Calculation

Posted In M&A

In re Cogent Inc. Shareholder Litigation, C.A. 5780-VCP (October 5, 2010)

A termination fee must be reasonable.  That is well known.  But how to calculate the fee to test its reasonableness is sometimes misunderstood.  This decision explains how to do so.

The preferred approach is to calculate the fee based on the equity value of the transaction. That is the amount needed to buy the equity, usually market value.  Normally, the equity value is less than the enterprise value that includes the equity value and the value of the debt, less cash.

Tags: M&A


  • US News Best Law Firms
  • JD Supra Readers Choice Award
  • Delaware Today Top Lawyers
  • Super Lawyers
Back to Page