Did Adoption of Forward-Looking Valuation Methods Improve Valuation Accuracy in Shareholder Litigation?

Before 1984, Delaware judges relied exclusively on the Delaware Block method—an appraisal formula based on trailing earnings and liquidation value—to price shares in shareholder litigation. In 1984, the Delaware Supreme Court changed the law to permit its judges to use any valuation method they deem appropriate. As a result, judges and litigants began switching from the Block method and adopting forward-looking valuation techniques based on cash flow and earnings forecasts. While the use of forward-looking methods potentially improves valuation accuracy by incorporating forecast information, the use of forecasts allows more room for subjective manipulation. Did the adoption of forward-looking methods improve or reduce valuation accuracy in shareholder litigation? We address this question using a comprehensive hand-collected sample of all Delaware corporate “appraisal-remedy” cases published between 1966 and 2002 in Lexis-Nexis. The sample identifies, on a case-by-case basis, the plaintiff's, the defendant's, and the judge's valuation methods and resulting valuation estimates. We show that the adoption of forward-looking valuation methods improves litigants' valuation accuracy on average.