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friedfrank.com Copyright © 2017 Fried, Frank, Harris, Shriver & Jacobson LLP 06/26/17 A Delaware Limited Liability Partnership 1 Appraisal Practice Points Post-SWS As we discussed in a Fried Frank M&A Briefing last week, the Delaware Court of Chancery, in its SWS decision issued May 30, 2017, relying on a discounted cash flow analysis, determined that the appraised “fair value” of SWS Group, Inc. (the “Company”) was 7.8% below the merger price paid by the acquiror, Hilltop Holdings, Inc. In our study of appraisal decisions since 2010, there have been only two other cases in which the court found fair value to be below the merger price—both of which involved unusual facts and, in one, the fair value determination was only nominally below the merger price. In SWS, Vice Chancellor Glasscock explained that he relied on a DCF analysis due to the “unique facts” of the case—particularly, that the buyer had a contractual right to veto competing bids. The Vice Chancellor expressly reaffirmed th...