Holiday Season Gifts Practitioners With Slew of Notable Opinions From Delaware Courts

Many view the period between Thanksgiving and Jan. 1 as one of the busiest times of year, and the Delaware courts were certainly no exception in 2017. Since Thanksgiving, the Delaware Court of Chancery, the Superior Court, the Supreme Court and even the federal District of Delaware have issued a flurry of opinions impacting the landscape in appraisal, the MFW doctrine, the Corwin doctrine, contract interpretation, director compensation and judicial appointments. Below are some highlights.

Appraisal: The Delaware Supreme Court Continues Its General Support for
Deal Price Equaling “Fair Value.”

On Dec. 14, 2017, in Dell v. Magnetar Global Even Driven Master Fund—A.3d—2017 Del. LEXIS 518 (Del. Dec. 14, 2017), the Delaware Supreme Court reversed the Court of Chancery's decision to accord no weight to deal price and rely exclusively on its own discounted cash flow analysis in finding fair value to be more than 25 percent above the deal price. The Delaware Supreme Court found that the trial court's decision to give no weight to the deal price “did not follow from the court's key factual findings and from relevant, accepted financial principles.” While stating that “there is no requirement that the trial court assign some mathematical weight to the deal price” and no rule that the deal price “should always be granted some weight,” the Delaware Supreme Court found that the record below “suggested that the deal price deserved heavy, if not dispositive, weight.”