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Mark H. Mixon Jr., Jennifer H. Rearden, and Jefferson E. Bell L-R: Mark H. Mixon Jr., Jennifer H. Rearden, and Jefferson E. Bell of Gibson Dunn & Crutcher.

In Verition Partners Master Fund v. Aruba Networks, No. 368, 2018 (Del. Apr. 1, 2019), the Delaware Supreme Court considered whether the Delaware Court of Chancery abused its discretion in concluding that, as of the “effective date” of the merger between Aruba Networks Inc. and Hewlett-Packard Co. (HP), the “fair value” of Aruba—as defined by 8 Del. C. Section 262—was its “unaffected market price,” i.e., the average “trading price of Aruba’s stock during the 30 days before news of the merger leaked, which was three to four months prior to closing.” Holding that such a conclusion was an abuse of discretion, the Supreme Court reversed and awarded Verition Partners $19.10 per share, “reflecting the deal price minus the portion of synergies left with Aruba as estimated by … Aruba.”

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