As more fully explained in a Law360 article by the same authors of this Blog, just last month the Delaware Chancery Court squarely rejected any suggestion that the merger price paid for a company is a proxy for the fair value of its stockholders’ shares. Consistent with two landmark Delaware rulings of the past few years — Golden Telecom, Inc. v. Global GT LP and In re Orchard Enterprises, Inc. — the Chancery Court answered any open question as to whether a court would attach presumptive weight to the merger price with a resounding “no.” In so ruling, the Chancery Court found the actual merger price paid by the acquirer to be “largely irrelevant” in determining the fair value of the company’s shares.
