Delaware Business Litigation Report

Court Of Chancery Retreats From Efficient Market Theory

In re Sunbelt Beverage Corp. Shareholder Litigation, C.A. 16089-CC (January 5, 2010, revised February 15, 2010)

This is an interesting appraisal case for at least 2 reasons.  First, it illustrates what not to do in getting a fairness opinion.  A rush job with no intent to reach a fair result is doomed to be rejected. Second, the Court for the first time in recent memory notes that criticism of the efficient market theory may be justified and did not accept an arguably arms length sale as solid evidence of share value. In the past the Court was moving toward acceptance of market values as setting the "fair value" required by the Delaware appraisal statute.

The case does involve an unusual set of facts and in the long run may not mark a great shift in approach, but it is worth noting for the usual careful analysis of the facts to reach the right result free of a formulaic approach.

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