## Facts

- Jarden Corporation was a publicly traded, decentralized consumer-products holding company with many brands and subsidiaries.
- Jarden’s executive chairman, Martin Franklin, began merger discussions with Newell Brands before the board authorized a sale process.
- Franklin communicated price expectations to Newell (including that an offer should “start with a six”) and shared nonpublic information and multi-year projections without prior board approval.
- Jarden and Newell negotiated a merger in which Newell acquired Jarden for mixed consideration valued at $59.21 per share.
- Several large stockholders dissented and sought statutory appraisal under 8 Del. C. § 262, claiming Jarden’s fair value exceeded both the deal price and pre-announcement trading price.
- At trial, petitioners’ expert advanced a comparables-based valuation around $71.35 per share; Jarden’s expert advanced a DCF-based valuation around $48.01 per share.
- The Court of Chancery found Jarden’s stock traded in an informationally efficient market, rejected the comparables analysis and both DCF models as unreliable, found the deal price unreliable due to process flaws and likely synergies, and set fair value at the unaffected market price: $48.31 per share.

## Issues

1. Whether an unaffected trading price may, on the record presented, serve as the sole reliable measure of “fair value” in an appraisal under 8 Del. C. § 262 when the market is efficient and no material nonpublic information distorts price.
2. Whether the Court of Chancery abused its discretion by discounting the parties’ DCF and comparables valuations and by refusing to treat the $59.21 merger price as a measure of fair value or a floor.

## Decision

- The Delaware Supreme Court affirmed the appraisal judgment.
- The Court held the Court of Chancery did not commit legal error by using unaffected market price as fair value on these facts.
- The Court held the Court of Chancery did not abuse its discretion in giving little or no weight to the DCF and comparables analyses.
- The Court held the Court of Chancery was not required to use the deal price as fair value or as a “floor,” given sale-process flaws and evidence the price likely included substantial synergies.

## Legal Principles

- In a § 262 appraisal, the court must determine the company’s going-concern “fair value” exclusive of merger-related synergies; no valuation method is mandatory.
- Unaffected market price can be a reliable indicator of fair value when the market is informationally efficient, the stock is liquid and analyst-followed, and the record supports the absence of material undisclosed information affecting price.
- Deal price is not presumptively controlling and need not serve as a valuation floor when the sale process is materially flawed or the transaction price likely reflects synergies that must be excluded.
- Selection and weighting of valuation methodologies in appraisal are reviewed for abuse of discretion; appellate review does not reweigh competing expert models where the trial court’s reasoning is supported by the record.

## Conclusion

The court upheld an appraisal award based on Jarden’s unaffected market trading price, concluding that market price was the most reliable proxy for going-concern value in an efficient market and that neither deal price nor expert DCF/comparables analyses warranted greater weight given process defects, synergy concerns, and model unreliability.


Fir Tree Value Master Fund v. Jarden Corp., 236 A.3d 313 (Del. 2020)