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M&A Blog #16 – valuation (Discounted Cash Flow)

Francine Way

As I mentioned in my last post, Discounted Cash Flow (DCF) is a valuation method that uses free cash flow projections, a discount rate, and a growth rate to find the present value estimate of a potential investment. The major steps of DCF are: Identify extraordinary, unusual, non-recurring items from the target’s 10-Ks and 10-Qs.

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Delaware Supreme Court Reverses And Remands Dell MBO Appraisal Decision, Finding The Trial Court Erroneously Disregarded The Deal Price

Shearman & Sterling

On December 14, 2017, the Delaware Supreme Court, in an opinion by Justice Karen L. per share significantly undervalued the stock of Dell. . ("Dell") by its CEO and founder, Michael Dell, and affiliates of a private equity firm, Silver Lake Partners ("Silver Lake"), at $13.75 In re Appraisal of Dell Inc.,

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Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To Be Well Below Deal Price

Shearman & Sterling

On July 21, 2017, Vice Chancellor J. July 21, 2017). Noting that the appraisal statute requires the exclusion of "any synergies present in the deal price," the Court evaluated the competing discounted cash flow ("DCF") analyses offered by the parties and adopted the $2.13 ACP Master, Ltd., 8508-VCL, C.A.

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Delaware Supreme Court Reverses And Remands Dell MBO Appraisal Decision, Finding The Trial Court Erroneously Disregarded The Deal Price

Shearman & Sterling

On December 14, 2017, the Delaware Supreme Court, in an opinion by Justice Karen L. per share significantly undervalued the stock of Dell. . ("Dell") by its CEO and founder, Michael Dell, and affiliates of a private equity firm, Silver Lake Partners ("Silver Lake"), at $13.75 In re Appraisal of Dell Inc.,

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Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To Be Well Below Deal Price

Shearman & Sterling

On July 21, 2017, Vice Chancellor J. July 21, 2017). Noting that the appraisal statute requires the exclusion of "any synergies present in the deal price," the Court evaluated the competing discounted cash flow ("DCF") analyses offered by the parties and adopted the $2.13 ACP Master, Ltd., 8508-VCL, C.A.

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Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to More Arbitrage?

Cooley M&A

In a string of seminal decisions from 2017 through 2019 ( DFC Global , Dell and Aruba ), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give adequate weight to deal price as the most reliable indicator of fair value. took private in 2017 for $315/share.