Art of M&A Valuation and Modeling: A Guide to Corporate Valuation

APPENDIX I

LANDMARK AND RECENT M&A LEGAL CASES IMPACTING VALUATION

The M&A field is rich with opportunity, but it also carries considerable legal risk. Any merger transaction can be second-guessed by plaintiffs. Indeed, one-fourth of all director and officer (D&O) liability insurance payouts happen because plaintiffs challenge the legality of some aspect of a merger or acquisition. In the United States, these challenges hinge on state law, federal law, or common law made through judicial decisions.

This section highlights significant cases from the U.S. Supreme Court, as well as state federal and chancery (business) courts in the United States—especially the state of Delaware, which is home to a dominant percentage of large U.S. public companies. ...