On October 30, 2017, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery determining the fair value of ISN Software Corp. (“ISN”) in an appraisal action brought by minority stockholders following the cash-out merger of ISN with its wholly-owned subsidiary, at the direction of its controlling stockholder. In re ISN Software Corp. Appraisal Litig., C.A. No. 8388-VCG (Del. Oct. 30, 2017). As discussed in our post regarding the Court of Chancery’s August 11, 2016 decision, the Court rejected the various methodologies advanced by the parties’ competing experts and, instead, conducted its own discounted cash flow analysis to arrive at the “fair value” of ISN, which Vice Chancellor Glasscock determined was $357 million, more than double the consideration paid in the merger but significantly less than the valuations sought by plaintiffs. (See Shearman & Sterling LLP, Delaware Chancery Court Utilizes DCF Method To Determine Fair Value Of ISN Software Corp., August 22, 2016 Need-to-Know Litigation Weekly, http://www.lit-ma.shearman.com/delaware-chancery-court-utilizes-dcf-method-to-de). The short order from the Delaware Supreme Court states that the decision of the Delaware Court of Chancery “should be affirmed on the basis of and for the reasons assigned” in the lower court’s opinion.
Click here to view In re ISN Software Corp. Appraisal Litig.