DFC Global Corp. v. Muirfield Value Partners, L.P.
Delaware Supreme Court
172 A.3d 346 (2017)
After an open, competitive sale process run by an investment bank resulted in DFC's (defendant's) acquisition by a private equity buyer for $9.50 per share, dissenting shareholders (plaintiffs) sought appraisal, and the Court of Chancery weighted the deal price, a discounted-cash-flow valuation, and a comparable-companies valuation equally at one-third each, discounting the deal price specifically because of increasing regulatory scrutiny of DFC's business and because the price reflected the buyer's own required rate of return, without further explaining that weighting.
Whether, in an appraisal proceeding, the trial court must determine fair value based on all relevant factors, and fully explain the reasons for the weight it affords to each such factor.