The Delaware Chancery Court expressly recognized and affirmed a long-standing practice used by Delaware courts in determining the fair value of a company's shares in appraisal rights cases. Under Delaware law, a company's shareholders have the right to demand that a court appraise the fair value of their shares in lieu of the merger price. Once appraisal rights have been invoked, the court must determine the fair value of the shares and award that amount to those shareholders that have exercised appraisal rights. For purposes of determining fair value, the court declined to attach any presumptive weight to the merger price as evidence of fair value. Instead, the court ruled that it would start with a "clean slate" and undertake its own independent analysis for determining the fair value of the shares.
Merion Capital, L.P. v. 3M Cogent, Inc., C.A. No. 6247-VCP (Del. Ch. Ct. July 8, 2013)