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DE Supreme Court Clarifies Role of Deal Price In Appraisal Fair Value Determination

By P. Clarkson Collins Jr.

Corporate practitioners have been closely following developments in Delaware's shareholder appraisal litigation. Much of the interest concerns the court's “fair value” determination and the risk that an acquiring company will have to pay appraisal petitioners more than the merger deal price, even in an arms-length transaction resulting from a robust market search. In a much-anticipated decision, the Delaware Supreme Court reversed the trial court's fair value determination in DFC Global v. Muirfield Value Partners, No. 518, 2016 (en banc Aug. 1). The court's opinion provides valuable guidance about the relative importance of the deal price in the court's adjudication of the “fair value” of a petitioner's shares.

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