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Clifford Chance

Clifford Chance


Delaware Supreme Court Further Clarifies Appraisal Principles Applicable To Public Company Buy-Outs

21 December 2017

Last week, for the second time in six months, the Delaware Supreme Court reversed the Chancery Court's determination of fair value in a statutory appraisal proceeding, this time in the Dell case.  That decision, and the Court's earlier DFC decision, have reshaped the law governing exercises of statutory appraisal rights in public company buy-outs.  Notably, they clarify the extent to which the Chancery Court can or should rely on pre-transaction stock trading prices and the negotiated buy-out price when determining the fair value of the acquired company's shares.

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