Last week I gave a short presentation at the annual conference of CBIZ, the national consulting and accounting firm, on recent Delaware cases on the topic of "fair value" in the context of an appraisal pursuant to DGCL Section 262, and an overview of Delaware law on this topic in general. The need for a fair value determination arises, for example, when a dissenting shareholder asks the court to determine the fair value of her shares, claiming that the merger in which she was squeezed out did not provide a fair value for her shares (as contrasted with fair market value). This Section 262(h) statutory appraisal standard does not apply to publicly traded companies and does not include synergies from the merger and related factors that may be considered in a determination of fair market value. See, e.g., recent Delaware fair value decision highlighted here. The Delaware opinions on this topic often read like a valuation textbook. See generally, Shannon Pratt, et al., The Lawyer's Business Valuation Handbook (2010)(for which I wrote a Foreword). I appreciate the invitation to make a presentation on this topic from Gregory Cowhey, a managing director at CBIZ, and a widely-recognized expert in the valuation of businesses and related forensic litigation support services.
Read more Delaware business litigation case summaries and commentary on Delaware Corporate and Commercial Litigation Blog, a blog hosted by Francis G.X. Pileggi, of Eckert Seamans.
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