The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Mon, 11 May 2026 11:32:08 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Delaware Appraisal Decisions – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Delaware Appraisal Decisions https://corpgov.law.harvard.edu/2020/01/12/delaware-appraisal-decisions/?utm_source=rss&utm_medium=rss&utm_campaign=delaware-appraisal-decisions https://corpgov.law.harvard.edu/2020/01/12/delaware-appraisal-decisions/#comments Sun, 12 Jan 2020 14:56:49 +0000 https://corpgov.law.harvard.edu/?p=125563?d=20200112095649EST Posted by Gilbert E. Matthews, Sutter Securities, Inc., on Sunday, January 12, 2020
Editor's Note:

Gilbert E. Matthews is Chairman Emeritus and Senior Managing Director at Sutter Securities, Inc. This post is based on his recent Sutter Securities memorandum. Related research from the Program on Corporate Governance includes Using the Deal Price for Determining “Fair Value” in Appraisal Proceedings (discussed on the Forum here) and Appraisal After Dell, both by Guhan Subramanian. This post is part of the Delaware law series; links to other posts in the series are available here.

The year 2019 was been another active period for Delaware valuation cases, not only in the Court of Chancery but also in the Supreme Court. In arm’s-length transactions, Delaware continues to rely primarily on the transaction price as a measure of appraisal value. Adjustments to eliminate the amount paid for synergies are highly dependent on expert testimony. DCF remains the principal valuation method in related party transactions. The Court of Chancery has been critical of experts on either side whose opinion it deems to be overreaching.

Introduction

The year 2019 was been another active period for valuation cases in the Delaware courts. The Supreme Court reversed one 2018 Court of Chancery decision and affirmed another, and four valuation cases were decided by the Court of Chancery; the decisions are discussed below, focusing on the point of view of expert witnesses. The predominant theme is that Delaware is that, in arm’s-length transactions, appraisal value continues to be based primarily on the transaction price rather than on discounted cash flow.

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