Steven M. Hecht is quoted in Law360’s article on the litigation brought by shareholders against Panera Bread challenging the terms of its $7.5 billion sale to JAB Holding Co. Representing the stockholders, Hecht disputes Panera’s claim that the investors should get 6.8 percent less than the $315 per share price paid for the restaurant chain based on recent Chancery and Delaware Supreme Court decisions. A "DCF is still market standard for determining value. It has not gone out of fashion,” says Hecht. "It's no secret that in a recent set of cases the court has gone with market price, for reasons that don't apply here." He continues, "[M]erger price is not entitled to [court] deference when there's no market check" for other buyers and a better price. "The central question is, what value will you ascribe to the company?" he adds. "If the value drops after trial, what is the credibility" of the company's argument? Bloomberg Law describes Hecht’s argument challenging the sudden change in the company’s valuation after its sale, which he equates to asking the court to take “a leap of faith” without evidence. “They never quantified the revenue synergies,” he says, adding that Panera’s experts used valuation methods that did not reflect market realities. (subscription required to access articles)