Issue: Is the Delaware Block Method the proper way to value shares of stocks?
Facts: Athlon completed a merger which converted the minority dissenting shareholders’ shares into cash consideration and terminated their rights as shareholders. Athlon offered cash consideration for the shares at $0.10 per share. Defendants contend that their shares are worth at least $6.48 per share. Athlon sued Defendants to determine judicially the fair value of these shares. The Trial Court, applying the Delaware Block Method for determination of share value, found that the share value was $0.10 per share as of the date of the Merger. Defendants appealed, arguing that (1) the Delaware Block Method is ill-suited for a business like Athlon attempting a new venture, and is antiquated, generally; and, (2) that the Trial Court erred in its application of the Delaware Block Method.
Appellate Decision: The appellate court upheld both the utilization of the Method and the trial court’s findings. The appellate court noted that some case law as “refined” the approach to judicial valuation but “never departed utterly” from the Method as a baseline, and that only the Supreme Court could declare a greater departure.
Review Granted: March 9, 2017.
Prediction: Ben thinks the Supreme Court will, as discussed by the intermediate court, recognize the “refinements” to the Delaware Block Method and ultimately affirm the application by the trial court.