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Gilbert v. MPM Enterprises, Inc.

Delaware Court of Chancery
709 A.2d 663 (1997)

Written by Kelly Simon, JD

Facts

Jeffery Gilbert (plaintiff) was a minority shareholder in MPM Enterprises, Inc. (MPM) (defendant). MPM and Cookson Group PLC (Cookson) signed a merger agreement. Under the agreement, Gilbert would have initially received approximately $4.56 million and could have received an additional $5.36 million in potential earn-out payments in return for his shares in MPM. The MPM–Cookson merger agreement was submitted to the MPM shareholders. Gilbert dissented from approving a merger agreement and sought an appraisal of his shares. Both Gilbert and MPM, as parties to the appraisal proceedings, submitted their own discounted-cash-flow computations and related expert opinions as to the value of Gilbert’s shares. Gilbert’s experts determined his shares were worth approximately $26 million. MPM’s experts determined his shares were valued at approximately $5.9 million.

Rule of Law

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Issue

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Holding and Reasoning (Steele, J.)

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