Brattle Principal Torben Voetmann and Senior Associate Sujay Dave have authored a Law360 article on the Merion Capital LP and Merion Capital II LP v. BMC Software opinion and the lessons learned for experts when opining on fair value in Delaware.
In this action, which was the largest statutory appraisal action in the Delaware Court of Chancery since 2010, dissenting shareholder Merion Capital claimed the fair value of its shares was higher than the price paid for BMC Software by a group of private equity firms in a going private transaction. BMC Software argued that the fair value of shares was well below the merger price after accounting for synergies, which are excluded when determining fair value under Delaware’s statutes.
Dr. Voetmann and Mr. Dave discuss how the decision demonstrates the need for valuation experts to quantify deal synergies and assess the auction process when opining on fair value. They also discuss how the decision revealed the court’s preferred approach on a number of discounted cash flow (DCF) model assumptions.
The full article, “BMC Software's Lessons For Expert Witnesses,” can be downloaded below.