In re Appraisal of Jarden Corporation
Delaware Court of Chancery
2019 WL 3244085 (2019)
Facts
Jarden Corporation (defendant) was a publicly traded company. Jarden had a high market capitalization, and its stock was traded at a high volume. Jarden had no controlling shareholder. Rather, its stock was largely held by public investors with no insider knowledge. In 2016 Newell Rubbermaid, Inc. (Newell) acquired Jarden for $59.21 per share. Before the merger was announced, Jarden was trading at an unaffected market price of $48.31 per share. After the merger, a group of Jarden shareholders (the opposing shareholders) (plaintiffs) dissented from the merger and sought to receive fair value for their shares in an appraisal proceeding. Jarden used a discounted-cash-flow analysis to propose that the fair value of the shares was $48.01 per share. The opposing shareholders used a comparable-company analysis to propose that the fair value of the shares was $71.35 per share.
Rule of Law
Issue
Holding and Reasoning (Slights, J.)
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