Calculating Fair Value in Statutory Appraisal Cases After Aruba, Dell and DFC Global

Implications for Deal Structure and Appraisal Actions

A live 90-minute premium CLE webinar with interactive Q&A

Tuesday, September 10, 2019

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 23, 2019

or call 1-800-926-7926

This CLE webinar will examine Verition v. Aruba Networks Inc. and other recent Delaware decisions which have established a new precedent in the approach courts will take to the calculation of fair value in statutory appraisal cases. The panel will discuss what these cases say about appraisal actions, appraisal arbitrage, and M&A deal structures and bidding procedures going forward.


Appraisal actions in M&A have become so commonplace that parties to an M&A transaction have come to expect to have the target's valuation reviewed in court. The Aruba case, decided Apr. 16, 2019, is the latest in a line of Delaware Supreme Court rulings to confirm the importance of deal price in determining a fair value, and embrace the concept (statutorily mandated but historically ignored) that the value of expected synergies should be excluded from the fair value calculation.

The trilogy of decisions relying on merger consideration without synergies as evidence of fair value--in Dell, DFC Global and now Aruba--may provide a strong deterrent to commencing appraisal litigation absent persuasive reasons to believe that the merger consideration is not reliable evidence of value. Opportunities for appraisal arbitrage would appear to be diminished as a result.

Appraisal actions may still be warranted, however, where conflicts of interest on the part of directors, officers, financial advisors, or significant stockholders undermine the quality of a company’s sales process or where all logical bidders are not given access to accurate confidential information or a fair opportunity to participate in a sale process.

Listen as our authoritative panel discusses implications of Dell, DFC and Aruba for appraisal actions and appraisal arbitrage going forward. The panel will also discuss best practices in deal structuring and bidding processes to ensure that deal price represents fair value in the eyes of the court.



  1. Statutory appraisal proceedings generally--when they arise
  2. Valuation methodologies applied in DFC Global, Dell and Aruba
    1. Deal price
    2. Exclusion of synergies post-merger
  3. Implications for appraisal actions
  4. Implications for deal process and structure


The panel will review these and other noteworthy issues:

  • What were the approaches to calculating fair value before DFC Global, Dell and Aruba, and how have those cases impacted the analysis?
  • What is the significance of excluding synergies from the calculation of fair value?
  • When might deal price not be considered an appropriate indication of fair value?
  • How might these cases affect appraisal actions and arbitrage in Delaware and elsewhere?
  • How should deals be structured to avoid appraisal actions?


Bieger, Victor
Victor Bieger

Cadwalader Wickersham & Taft

Mr. Bieger is an associate in Cadwalader’s Global Litigation Group. He represents financial institutions,...  |  Read More

Bull, Nathan
Nathan Bull

Cadwalader Wickersham & Taft

Mr. Bull concentrates his practice on complex securities and commercial litigation in state and federal court,...  |  Read More

Holloman, Ellen
Ellen Holloman

Cadwalader Wickersham & Taft

Ms. Holloman focuses her practice on representing financial institutions, corporations and individuals in civil...  |  Read More

Live Webinar

Buy Live Webinar
Includes Early Discount Savings of $50 (through 08/23/19)

Live Webinar


Buy Live Webinar & Recording
Includes special savings of $300 (through 08/23/19)

Live Webinar & Download


Live Webinar & DVD

$394 + $19.45 S&H

Other Formats
— Anytime, Anywhere

Includes Early Discount Savings of $50 (through 08/23/19)

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event



48 hours after event



10 business days after event

$297 + $19.45 S&H