Get Back: The Delaware Supreme Court Discourages Appraisal Arbitrage in DFC Global Corporation v. Muirfield Value Partners, L.P.

This Casebrief examines the Delaware Supreme Court’s decision in DFC Global Corp. v. Muirfield Value Partners, L.P. and argues that the court appropriately curtailed appraisal arbitrage in clean mergers while preserving judicial discretion to protect minority shareholders in conflicted transactions. Rejecting a formal presumption that merger price equals fair value, the court nevertheless held that substantial weight should be given to the deal price when a company is sold through a robust, arm’s-length market process. The Casebrief contends that this approach aligns with recent legislative efforts to discourage appraisal arbitrage, reduces incentives for speculative appraisal litigation, and preserves appraisal rights where minority shareholder exploitation remains a concern.[This abstract was written by Microsoft Copilot, a generative artificial intelligence.]