Dfc Global Corporation, Respondent Below, Appellant/cross-Appellee v. Muirfield Value Partners, L.p., Oasis…

Summary

The court rejected a proposed judicial presumption that merger consideration is conclusively or presumptively the best evidence of fair value in appraisal proceedings, holding that the statutory framework gives the Court of Chancery discretion to consider all relevant valuation factors. It nevertheless reversed because the Court of Chancery inadequately supported its reduced weighting of the deal price, improperly increased the discounted-cash-flow perpetuity growth rate, and failed to explain its equal weighting of the valuation methodologies. The court affirmed the use of comparable-company analysis and remanded for a renewed fair-value determination.