In the context of a statutory appraisal judgment, the Delaware Court of Chancery recently adopted outsider reverse veil-piercing into Delaware law. Manichaean Cap., LLC v. Exela Techs., Inc., 2021 WL 2104857 (Del. Ch. May 25, 2021). In a case of first impression, Vice Chancellor Slights acknowledged the risk “that reverse veil-piercing may be used
Appraisal Actions
Delaware Supreme Court Overturns Chancery’s Aruba Appraisal Decision
By Fox Rothschild LLP on
On April 17, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Delaware Court of Chancery in Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., No. 368, 2018 (Del. Apr. 17, 2019). In Aruba, the Supreme Court reversed the trial court’s fair value award of $17.13 a share, directing the…
No Damages Found in PLX Technology Stockholders Litigation Suit
By Fox Rothschild LLP on
In the recent decision of In re PLX Technology, Inc. S’holders Litig., Consl. C.A. No. 9880-VCL (Del. Ch. Oct. 16, 2018), the Delaware Court of Chancery found that shareholders of PLX Technology Inc. (“PLX”), a semiconductor firm, failed to prove that breaches of fiduciary duty by its directors caused any damages.
The shareholders brought…
Chancery Admits Post-Closing Evidence in Appraisal Action
By Fox Rothschild LLP on
Often times in appraisal litigation, the Court of Chancery must make a determination as to whether admit evidence implicating events transpiring after the signing of the merger. This issue was addressed in the recent decision of In re Appraisal of Jarden Corporation, C.A. No. 12456-VCS (Del. Ch. Sept. 7, 2018). There, documents relating…
Chancery Departs from Merger Price in Appraisal Action, Finding Flaws with Sales Process
By Fox Rothschild LLP on
The highly publicized Dell and DFC Global appraisal opinions issued by the Delaware Supreme Court in 2017 inform that where a company is sold in a clean M&A auction process, with information sufficiently disseminated to potential bidders, the merger price will be given significant weight, leaving it to the trial court to decide just how…
Chancery Denies Reargument of Aruba Appraisal Decision
By Fox Rothschild LLP on
On May 21, 2018, the Delaware Court of Chancery denied Petitioners’ motion for reargument in the Aruba Networks appraisal litigation, styled as Verition Partners Master Fund Ltd. v. Aruba Networks Inc., C.A. No. 11448-VCL (Del. Ch. May 21, 2018). In the Court’s post-trial memorandum opinion, dated February 15, 2018, Vice Chancellor Laster…
Court of Chancery Appraises AOL at Below Merger Price
By Fox Rothschild LLP on
The recent decision of In re Appraisal of AOL Inc., C.A. No. 11204-VCG (Del. Ch. Feb. 23, 2018) constitutes yet another Delaware Court of Chancery appraisal decision in which fair value of the corporation fell below the deal price of the merger. Petitioners beware.
Here, the Court relied solely on its own discounted cash…
Dell Appraisal Decision Overturned – Deal Price Given Substantial Weight
By Fox Rothschild LLP on
In a long awaited and highly anticipated ruling, the Delaware Supreme Court overturned the Court of Chancery’s decision in the Dell appraisal action, Dell v. Magnetar Global Event Driven Master Fund, No. 565, 2016 (Del. Supr. Dec. 14, 2017).
By way of background, in the 2016 Court of Chancery opinion, In re: Appraisal of …
DFC Global Appraisal – Delaware Supreme Court Remands Case
By Fox Rothschild LLP on
In the latest of a wave of appraisal opinions issued in Delaware, on August 1st, the Delaware Supreme Court reversed the highly-publicized DFC Global appraisal ruling, in DFC Global Corporation v. Muirfield Value Partners, L.P., No. 518, 2016 (Del. Ch. Aug. 1, 2017).
A recent string of decisions have found that the deal price…
Chancery Appraises Corporation Below Merger Price Due to Synergies
By Fox Rothschild LLP on
In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group, Inc., (“SWS” or the “Company”), was less than deal price as a result of synergies…