Brigade Leveraged Capital Structures Fund Ltd v. Stillwater Mining Co.

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s appraisal determination that the $18 merger price was the most reliable evidence of Stillwater’s fair value. It held that the lower court did not abuse its discretion in relying on the deal price despite defects in the sale process or in declining to make an upward adjustment for increased palladium prices between signing and closing. The court reasoned that the sale process contained sufficient objective indicia of reliability and that petitioners failed to prove the amount of any necessary adjustment.