10 canonical passages across 7 cases, quoted by 50 opinions in total. These passages cluster together because the same opinions keep quoting them side by side — they state parts of one doctrine. The anchor passage is from Cede & Co. v. Technicolor, Inc..
| # | Case | Flag | Canonical passage | Citers |
|---|---|---|---|---|
| 1 | Cede & Co. v. Technicolor, Inc. Anchor | green | “an appraisal proceeding is a limited legislative remedy intended to provide shareholders dissenting from a merger on grounds of inadequacy of the offering price with a judicial determination of the intrinsic worth (fair value) of their shareholdings.” | 10 |
| 2 | M.P.M. Enterprises, Inc. v. Gilbert | green | “a merger price resulting from arms-length negotiations where there are no claims of collusion is a very strong indication of fair value.” | 7 |
| 3 | Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. | green | “fair value entails at minimum a price some buyer is willing to pay-not a price at which no class of buyers in the market would pay.” | 6 |
| 4 | Cede & Co. v. Technicolor, Inc. | green | “the underlying assumption in an appraisal valuation is that the dissenting shareholders would be willing to maintain their investment position had the merger not occurred.” | 5 |
| 5 | Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. | green | “it cannot be that an open chance for buyers to bid signals a market failure simply because buyers do not believe the asset on sale is sufficiently valuable for them to engage in a bidding contest against each other.” | 5 |
| 6 | M.G. Bancorporation, Inc. v. Le Beau | green | “adopt any one expert's model, methodology, and mathematical calculations, in toto, if that valuation is supported by credible evidence and withstands a critical judicial analysis on the record.” | 4 |
| 7 | M.P.M. Enterprises, Inc. v. Gilbert | green | “section 262(h) requires that the court of chancery discern the going concern value of the company irrespective of the synergies involved in a merger.” | 4 |
| 8 | DFC Global Corporation v. Muirfield Value Partners, L.P. | green | “it is widely assumed that the sale price in many ma deals includes a portion of the buyer's expected synergy gains, which is part of the premium the winning buyer must pay to prevail and obtain control.” | 3 |
| 9 | Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. | green | “composed of independent, experienced directors and armed with the power to say 'no” | 3 |
| 10 | Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. | green | “material nonpublic information about the seller is in a strong position (and is uniquely incentivized) to properly value the seller” | 3 |
A red or yellow flag on a member means the underlying case has negative treatment — for those, check the case page before relying on the passage.