Delaware Open MRI Radiology Associates, P.A. v. Kessler

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that when conducting an entire fairness review, the court “may consider all relevant, non-speculative factors bearing on its value as of the merger date.”
• holding that the court should engage in an entire fairness review of the squeeze-out merger when conducting a post-merger statutory appraisal
• noting that ―competing experts have provided widely divergent estimates of value, while supposedly using the same well-established principles of corporate finance‖
• observing that in the context of “small, non- public company,” the build up model is “the proxy that has found the most favor among professional appraisers”
• stating remedy for breach of fiduciary duty was same as amount determined to be fair value in appraisal
• finding company’s per-share value, then using that “as the basis for a conclusion that the merger was not financially fair to the squeezed-out minority . . . as a matter of equity,” and granting the same amount as damages

Source: CourtListener parenthetical corpus (CC0).