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Clifford Chance

Clifford Chance


Delaware Appraisal – when is the negotiated sale price also the 'fair value'?

6 June 2017

Two recently-decided Delaware Chancery Court appraisal decisions, PetSmart and SWS Group, provide useful guidance as to when and how the Court will adopt, or decline to adopt, the agreed sale price approved by the target company's board of directors when the Court makes its fair value determination in a statutory appraisal proceeding brought by dissenting stockholders following the sale of a publicly-traded Delaware corporation.  The two decisions reinforce the desirability of a well-designed, demonstrably value-maximizing sale process.


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