'Fair Value' Takeaways From Merion V. Lender Processing

By: Gail Weinstein, Robert C. Schwenkel, Scott B. Luftglass, Peter L. Simmons, Steven J. Steinman and Randi Lally

Law360 republished Fried Frank memo titled “Recent Appraisal Decision Relies Solely on Merger Price to Determine “Fair Value”—And May Suggest Greater Receptivity to Downward Adjustments to Exclude Value of Synergies — Merion v. Lender Processing.” The article analyzes Merion Capital v. Lender Processing Services Inc. (Dec. 16, 2016), a case in which the Delaware Court of Chancery relied entirely on the merger price to determine “fair value” and issued an appraisal award equal to the merger price.

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