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Delaware Court Of Chancery Uses DCF Analysis To Arrive At Fair Value Below Deal Price, Even Though Deal Process Was Not "Dell Compliant"

Shearman & Sterling

​On February 23, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery ruled, based on his own discounted cash flow ("DCF") analysis, that the fair value of AOL Inc. ("AOL") was below the deal price paid by Verizon Communications Inc. ("Verizon") to acquire it. In re: Appraisal of AOL Inc.,

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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

The Regal appraisal proceeding arose from Cineworld’s acquisition of Regal Entertainment Group in February 2018. Selected Appraisal Decisions Since Aruba Using Valuation Method Other than Deal Price. Adjustments to Deal Price for Changes to Value Between Signing and Closing.