The legal issues that relate to mergers and acquisitions (M&A) of businesses.

The Delaware Corporate and Commercial Litigation Blog has an interesting post on a recent opinion issued by the Delware Chancery Court.  The case involves a "squeeze-out merger of a closely-held private company."

The opinion in Delaware Open MRI Radiology Associates, P.A. v. Kessler, which is 86 pages long, addresses "whether the minority stockholders of Delaware Open MRI Radiology Associates, P.A. (“Delaware Radiology”) received fair value in a squeeze-out merger with an acquisition vehicle of the majority stockholders, Delaware Open Acquisition, P.A. (“Delaware Acquisition”)."  The court concluded that the merger price was not fair, finding that the merger price was less than half of what it should have been.

As Francis G.X. Pileggi explains, the opinion "is a veritable reference text for the analysis of fair price and valuation of closely-held businesses."  Also significant is that the court rejected the testimony of the both parties' valuation experts, choosing instead to use "its own independent valuation determination."  Read both the opinion and Francis' take on it to learn more.