Golden Telecom, Inc. v. GLOBAL GT LP
11 A.3d 214
| Del. | 2010Background
- Golden merged into Vimpel-Communications subsidiary after a cash tender at $105 per share; Global GT LP and Global GT Ltd sued for appraisal under DGCL §262(h).
- Court of Chancery valued Golden at $125.49 per share as of merger date; Golden appealed and Global cross-appealed.
- Special committee rejected initial offers, ultimately recommended $105 per share after fairness opinion and board approval.
- Merger agreement provided cash consideration for all tendered shares and back-end merger for non-tendered shares.
- Global elected appraisal rather than tender offer outcome; trial court’s valuation used its own model and inputs, including Golden’s tax rate and market data.
- Delaware Supreme Court reviews de novo issues of statutory interpretation and defers to the trial court on factual valuations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Deference to merger price in appraisal | Golden argues merger price should be conclusive or presumptively definitive | Global asserts no automatic deference to deal price; independent valuation needed | No bright-line deferral; independent assessment required |
| Binding data from the tender/ fairness materials in appraisal | Global contends Golden cannot disavow its own data from fairness materials | Golden may rely on different data at appraisal stage | Declines to bind to previously disseminated data; court may weigh all relevant factors |
| No abuse of discretion in valuation by Vice Chancellor | Golden alleges errors in weighting market evidence and used beta/growth assumptions | Global defends chosen inputs and methodologies | Vice Chancellor’s valuation supported by record; no abuse of discretion |
Key Cases Cited
- Gilbert v. M.V. Phillips, Inc., 731 A.2d 795 (Del. 1999) (definition of fair value as going concern value; going concern principle guides appraisal)
- M.G. Bancorp., Inc. v. Le Beau, 737 A.2d 513 (Del. 1999) (deference standards in appraisal context; methodological consistency)
- Cede & Co. v. Technicolor, Inc., 884 A.2d 26 (Del. 2005) (principles on appraisal, fiduciary duties, and resisting overreliance on any single data point)
- Shell Oil Co. (In re Appraisal of Shell Oil Co.), 607 A.2d 1213 (Del. 1992) (acknowledges deference to court’s valuation process in appraisal)
- Malone v. Brincat, 722 A.2d 5 (Del. 1998) (fiduciary duties and disclosure considerations in appraisal contexts)