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10 Delaware opinions name it 2 courts 2014–2024 3 in the last five years
The cases below were cited by Delaware courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Highfields Capital, Ltd. v. AXA Financial, Inc.green2 sentences2024The analysis involves identifying similar transactions, quantifying those transactions through financial metrics, and then applying the metrics to the company at issue to ascertain a value.” 586 “As with the comparable companies analysis, the utility of the comparable transactions methodology is directly linked to the similarity between the company the court is valuing and the companies used for comparison.” 587 Beach surveys 14 transactions, but only includes ten in his sample. 588 The companies in his sample are (i) Callidus Software, a cloud-based sales, marketing, learning, and customer ex 2023The analysis involves identifying similar transactions, quantifying those transactions through financial metrics, and then applying the metrics to the company at issue to ascertain a value.”586 “As with the comparable companies analysis, the utility of the comparable transactions methodology is directly linked to the similarity between the company the court is valuing and the companies used for comparison.”587 Beach surveys 14 transactions, but only includes ten in his sample.588 The companies in his sample are (i) Callidus Software, a cloud-based sales, marketing, learning, 583 Id. ¶¶ 148–149 | 3 | 3 |
Onti, Inc. v. Integra Bankgreen2 sentences2022May 12, 2014) (rejecting a comparable companies analysis where the proponent failed to demonstrate the companies were “truly comparable”); see also BGC Partners, 2022 WL 3581641 , at *32. 286 See ONTI, Inc. v. Integra Bank, 751 A.2d 904, 916 (Del. 2017A comparable companies analysis is appropriate only where the companies selected are truly comparable.174 The burden of establishing that companies used in the analysis are actually comparable rests upon the party seeking to employ the comparables method.175 The selected companies need not be a perfect match; however, to be useful the methodology must employ “a good sample of actual comparables.”176 174 See, e.g., Laidler, 2014 WL 1877536 , at *8 (rejecting a comparable companies analysis where the proponent failed to demonstrate the companies were “truly comparable”). 175 See ONTI, Inc. v. In | 2 | 2 |
M.G. Bancorporation, Inc. v. Le Beaugreen1 sentence2020Bancorporation, Inc. v. Le Beau, 737 A.2d 513, 520 (Del. 1999). 42 Dell, 177 A.3d at 20 . 17 is just that, ‘fair.’ It does not mean the highest possible price that a company might have sold for.”43 On appeal, the petitioners have jettisoned their lead valuation argument in the Court of Chancery—a comparable companies analysis of $71.35 per share. | 1 | 1 |
In Re Radiology Associates, Inc. Litigationgreen1 sentence2015AutoInfo is Significantly Smaller than Puglisi’s Supposed Comparables The Court may reject comparable companies analyses based on purported comparables that differ significantly in size from the company being appraised.121 118 In re Radiology Assocs., Inc. Litig., 611 A.2d 485, 490 (Del. | 1 | 1 |
Emerald Partners v. Berlingreen1 sentence2015See Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999). 195 JX 331 (Austin Smith Report) at ¶¶ 45-46. 196 Pl.‘s Op. Br. 29 n. 10. 197 JX 331 (Austin Smith Report) at ¶¶ 52-53, 65. 198 JX 340 (Austin Smith Rebuttal Report) at ¶ 5. 199 JX 331 (Austin Smith Report) at ¶¶ 64-65. 200 Tr. of Oral Arg. 80-81. 41 ESG‘s expert, E. | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Delaware. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd.
green
2 sentences2020There is not a suitable peer group for a reliable comparative companies analysis. “[B]efore a comparable companies multiples analysis can be undertaken with any measure of reliability, it is necessary to establish a suitable peer group through appropriate empirical analysis.”662 “If, and only if, a proper peer set can be selected, the next step in the comparable companies analysis is to select an appropriate multiple and then determine where on the distribution of peers the target company falls.”663 Where the experts’ identified companies are “too divergent from [the 660 See Dell, 177 A.3d at 2020Bancorporation, Inc. v. Le Beau, 737 A.2d 513, 520 (Del. 1999). 42 Dell, 177 A.3d at 20 . 17 is just that, ‘fair.’ It does not mean the highest possible price that a company might have sold for.”43 On appeal, the petitioners have jettisoned their lead valuation argument in the Court of Chancery—a comparable companies analysis of $71.35 per share. | 2 | 2020–2020 |
Union Illinois 1995 Investment Ltd. Partnership v. Union Financial Group, Ltd.
green
1 sentence2020There is not a suitable peer group for a reliable comparative companies analysis. “[B]efore a comparable companies multiples analysis can be undertaken with any measure of reliability, it is necessary to establish a suitable peer group through appropriate empirical analysis.”662 “If, and only if, a proper peer set can be selected, the next step in the comparable companies analysis is to select an appropriate multiple and then determine where on the distribution of peers the target company falls.”663 Where the experts’ identified companies are “too divergent from [the 660 See Dell, 177 A.3d at | 1 | 2020–2020 |
DFC Global Corporation v. Muirfield Value Partners, L.P.
green
1 sentence2020There is not a suitable peer group for a reliable comparative companies analysis. “[B]efore a comparable companies multiples analysis can be undertaken with any measure of reliability, it is necessary to establish a suitable peer group through appropriate empirical analysis.”662 “If, and only if, a proper peer set can be selected, the next step in the comparable companies analysis is to select an appropriate multiple and then determine where on the distribution of peers the target company falls.”663 Where the experts’ identified companies are “too divergent from [the 660 See Dell, 177 A.3d at | 1 | 2020–2020 |
Borruso v. Communications Telesystems International
green
1 sentence2018Ch. 1999). 420 Id. at 458 . 88 More recently, then-Vice Chancellor Strine took the same approach in Andaloro v. PFPC Worldwide, Inc.421 There, the court approved adjusting a comparable companies analysis by adding a control premium where “[w]hat is being corrected for is the difference between the trading price of a minority share and the trading price if all the shares were sold.”422 Our Supreme Court held long ago that the going concern value of a company must be determined in an appraisal case “irrespective of the synergies involved in a merger.”423 DFC and Dell both make the same point.424 | 1 | 2018–2018 |