We have blogged before about the purported “friend of the court” brief that a group of law professors would like to file with the Delaware Supreme Court, urging the Court to reverse the Chancery Court’s ruling awarding DFC Global stockholders a premium to the merger price.
The stockholders have now filed their own brief opposing the academics’ proposed submission. They deride the professors as “interlopers” pursuing an “academic fantasy” and attack the proposed amicus brief as a mere regurgitation of DFC Global’s argument that the Chancery Court should defer to the merger price as the sole indication of fair value when that transaction price was purportedly the product of a pristine, arm’s-length auction process.
In particular, the stockholders argue that the academics should not be heard because they have no direct interest in the outcome of the appeal; their arguments repeat what DFC Global already said in its appellate brief; and, they exaggerate the impact of the Chancery Court’s opinion on the M&A market, while attempting to insert new facts and assertions into the case that were not included in the record evidence adduced at trial.
The Supreme Court has not yet ruled on whether it will accept the amicus brief or not; we will continue to monitor this appeal for further filings and rulings.