Piemonte v. New Boston Garden Corp.
Supreme Judicial Court of Massachusetts
387 N.E.2d 1145 (1979)
After Boston Garden Arena Corporation merged into New Boston Garden Corporation (defendant), dissenting shareholders (plaintiffs) sought judicial determination of their shares' fair value; the trial court used the Delaware block method, blending market value (roughly $26/share, based on actual thin trading), earnings value ($52.60, from a five-year average with a multiplier of 10, treating one-time hockey-franchise expansion payments as non-extraordinary), and net asset value ($103.16, based on book value), weighted 10%, 40%, and 50% respectively, to reach $75.27 per share. Both sides appealed, with the shareholders wanting sole reliance on asset value and the corporation wanting more weight on market value.
Whether the Delaware block approach is an appropriate method for calculating stock value in a dissenting-shareholder appraisal, with the trial court retaining wide discretion in its application.