Owen v. Cannon
Delaware Court of Chancery
2015 WL 3819204 (2015)
- Written by Robert Cane, JD
Facts
Nathan Owen (plaintiff), Lynn Cannon, and Bryn Owen (defendants) were the three largest shareholders of Energy Services Group, Incorporated. Nathan was cashed out of Energy Services group during a corporate merger that was arranged by Cannon and Bryn. Under the terms of the merger, Nathan was to receive $19.95 per share or over $26 million total. The merger price was determined using five-year projections from 2013 (the 2013 projections) prepared under Cannon’s direction with a discounted-cash-flow analysis. Nathan exercised his appraisal right regarding his shares and filed a claim for appraisal in the Delaware Chancery Court. The court made a judicial determination of the fair value of Nathan’s shares of Energy Services Group. Cannon and Bryn argued that the 2013 projections were not the best projections to use for a discounted-cash-flow analysis of Energy Services Group and offered new projections prepared during litigation by their own expert. Nathan argued that the 2013 projections prepared under Cannon’s direction were adequate.
Rule of Law
Issue
Holding and Reasoning (Bouchard, J.)
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