The Delaware Court of Chancery, in In re Appraisal of Panera Bread Co., C.A. No. 2017-0593-MTZ (consol.), memo. op. (Del. Ch. Jan. 31, 2020), found the fair value of a company, in a statutory appraisal proceeding, equal to the price paid in a merger minus synergies, but found that the company was not obligated under the Delaware appraisal statute to refund prepayment to petitioners that exceeded fair value.
NEW: K&L Gates discusses the decision in Court of Chancery Finds Deal Price Exceeded Fair Value, But Company Nonetheless Not Entitled to Refund For Prepayment of Deal Price to Dissenting Stockholders.
Fried Frank discusses the decision in Appraisal and Merger Synergies — Right to a Refund on Prepayments.
$$$ Law360 discusses the decision in Practice Points From Panera Appraisal Litigation.
Morris James discusses the decision in Appraisal of Panera Bread: Court of Chancery Again Defers to Deal Price, Denies Request for a Refund of the Amount of Synergies.
Sullivan & Cromwell discusses the decision in Delaware Chancery Court Considers Panera Deal Price in Appraisal Suit.
$$$ Bloomberg Law discusses the decision in Panera Share Value Fair in $7.5 Billion Sale: Delaware Judge.
Anne Sherry discusses the decision in No refund for Panera after paying dissenters more than fair value.
DealLawyers.com discusses the decision in Appraisal: Chancery Says No Refund on Prepayments.
$$$ Law360 discusses the decision in $7.5B Panera Deal Price Gets Nod In Chancery Appraisal Suit.