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P. Clarkson Collins Jr. of Morris James. P. Clarkson Collins Jr. of Morris James.

The Delaware Supreme Court’s two recent decisions in Dell and DFC strongly endorsed the application of market efficiency principles in appraisal actions, and gave virtually controlling weight to the deal price as the “best evidence” of a company’s fair value where a robust sales process was conducted against the backdrop of a well-functioning market for the target’s stock.  In the wake of those two decisions, the Court of Chancery has issued a series of opinions considering whether deal synergies or the unaffected market price should be used to adjust the deal price downward to determine the going concern fair value. Chancellor Andre G. Bouchard in In re Appraisal of Solera Holdings Consolidation, C.A. No. 12080-CB (Del. Ch. July 30, 2018), provided further guidance about how to measure and deduct the value of the buyer’s synergies to arrive at the company’s fair value.

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