BV186 Appraisal Litigation: Recent Developments in Delaware Appraisal Matters

Webinar Description

This webinar will present recent developments regarding appraisal actions in the Delaware Court of Chancery and the changing role of business valuation experts who provide expert testimony in these cases. The Delaware Court of Chancery is the primary business court in the U.S. and disputes heard by the court often result in decisions in which the court opines on what valuation methods and assumptions are reliable. The presenter has provided expert testimony on business valuation issues in more than 10 cases in the Delaware Court of Chancery. Recent decisions in a number of appraisal cases provide insight into the due diligence and methodologies valuation experts should perform to gain credibility in providing expert testimony to the Court. The presentation will provide an overview of how the court is determining "fair value" in cases involving acquisitions of publicly traded companies. The presentation will also provide a number of valuation issues that the court has addressed or continues to consider in assessing experts' valuations.

Webinar Audience

Appraisers and other financial analysts who have an interest in how the leading business court in the U.S. looks at valuing business interests particularly in light of the large number of public company acquisitions for shareholders are seeking the court's determination of fair value.

Instructor Information

David G. Clarke, ASA | Griffing Group

David G. Clarke, is a Managing Principal at The Griffing Group, and serves as the leader of the firm’s Valuation Litigation Practice. Mr. Clarke has more than 35 years of experience in providing valuation opinions and expert witness testimony in a broad range of industries for a variety of purposes including commercial litigation, corporate transactions, estate and gift taxation, intellectual property valuation, employee stock ownership plan compliance, purchase price allocation, and impairment testing.

Mr. Clarke has provided expert valuation services, opinions and testimony for plaintiffs and defendants in a number of jurisdictions, including the Delaware Court of Chancery and the United States District Court. His testifying experience includes providing opinions of fair value for shareholder appraisal actions and fiduciary cases (including entire fairness and derivative shareholder actions) and opinions of economic damages related to intellectual property infringement and contract disputes. He has also provided expert consulting and testimony in preliminary injunction matters. The Delaware Court of Chancery has relied on his expert testimony in part or in whole in the each of 11 cases in which he has testified. 

Learning Outcomes

Upon webinar completion, the participant will be able to:

• Provide an understanding of how the Delaware Court of Chancery looks to protect minority shareholders in mergers and acquisitions;
• Demonstrate how the Court assesses trading price and the sales process in determining the fair value of a publicly traded company;
• Demonstrate how does the Court consider a company's financial projections in assessing fair value; and
• Describe the outlook for appraisal in the Delaware Court of Chancery.