Commentary on the recent Jarden decision has focused, unsurprisingly, on the use of unaffected stock price in the decision after some commentators viewed the methodology as dead after Aruba.  As a recap, unaffected stock price methodology involves determining the fair value of an acquired company using its stock price before the merger announcement. Some commentary on Jarden: Cleary: Unaffected Market Price “Makes a Comeback” Deallawyers: “It’s Alive!” Reuters:  Jarden is a…

Today, the Delaware Chancery Court (Vice Chancellor Laster) decided the Stillwater Mining appraisal case, awarding merger price plus interest.* A copy of the opinion can be found here. *Lowenstein Sandler is counsel to petitioners in this matter.…

Blog World of Securities Regulation has this extensive breakdown of the recent Columbia Pipeline decision. The author notes that the Columbia Pipeline analysis goes through each factor, or sub-analysis, that the Delaware courts have considered relevant (to varying degrees) in appraisal proceedings recently. These include: Sales process; Deal price (and the reliability of it); Synergies; Signing-closing valuation increase; Trading price (which the Court rejected); The discounted cash flow methodologies of petitioners and respondents. The…

The Delaware Court of Chancery has found that the fair value of Columbia Pipeline Group’s common stock on the valuation’s effective date was the merger price of $25.50 per share, plus interest. Read the decision here. We will cover Columbia commentary as it releases.…

Under Italian law a shareholder of a joint stock company can exercise the right to withdraw in the cases provided for by law (for the list of cases see art. 2437 Civil Code for shareholders of a company limited by shares (S.p.a.), art. 2473 Civil Code for quotaholders of a limited liability company ( S.r.l.) and art. 2497-quater for shareholders of companies subject to the direction and coordination of other companies). When a shareholder exercises…

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…

Vice Chancellor Slights has decided the Jarden appraisal case, a claim stemming from the 2016 sale of Jarden to Newell Rubbermaid Corp. In the opinion, the Vice Chancellor ultimately awarded below merger price, relying on a number of factors and discussing the interplay of merger price, unaffected stock price, discounted cash flow analysis and deal process. We will follow up with further commentary on Jarden.…