By a July 19, 2019 ruling, Vice Chancellor Slights set the fair value of Jarden Corporation at its unaffected market price of $48.31, below the $59.21 per share value of cash and stock that Newell Rubbermaid had paid to acquire it. The court also performed a DCF analysis that corroborated its valuation. The court was critical of the merger process leading up to this deal and questioned the reliability of a merger-price-less-synergies approach given…

Chief Justice of the Delaware Supreme Court Leo Strine has announced he will retire this fall. Readers of the blog will recognize that Chief Justice Strine has been involved in numerous appraisal decisions including Aruba and others and has spoken about the appraisal remedy at length. The Chief Justice was previously a Vice Chancellor, before his elevation to the Delaware Supreme Court.…

For public company shareholders, a cashout merger offer (even one at a too-low price) tells you that someone wants your shares and intends to pay you cash for them. And, at least in US actions, it is the rare public-company focused appraisal case that concerns collections. Indeed, if an acquirer is paying cash for a public company, the idea of collections barely registers. But, one bears reminding, appraisal actions are not a special breed of…

The HLS Forum on Corporate Governance has this blog post discussing Aruba’s aftermath, and in particular, whether Aruba has returned the core focus of appraisal to a Dell compliance analysis – something we’ve discussed before.…

Legal news site Law360 published this analysis [$$$] about whether, in light of Aruba, it’s time for a new “checklist” on appraisal. The core takeaway is something academics have been observing over time: appraisal is growing closer to breach of fiduciary duty litigation – and the space between the two types of cases is shrinking. With that said, appraisal remains a distinct type of action, even if the substantive room for the remedy is (as…

The Bloomberg article “Appraisal Arbitrage Makes a Comeback” analyzes the Aruba decision in comparison to other prominent appraisal cases.…

Legal news sites Law360 and Law.com are reporting on the Aruba case following Tuesday’s ruling. See Law360 coverage here and here, and Law.com coverage here.…