In re Appraisal of Dole Food Company

Court of Chancery of the State of Delaware · 2014 · Corporations

Updated August 22, 2026

CorporationsAppraisalDiscoveryRule 26(b)(1)Rule 30(b)(6)Rule 30(d)(1)Rule 37fair value

Facts

After Dole's merger closed, Hudson Bay and Ripe sought appraisal for millions of shares they had purchased after the controller's take-private proposal. In discovery, Dole requested pre-litigation valuations or similar analyses that petitioners prepared, reviewed, or considered when buying, selling, or seeking appraisal, and later noticed Rule 30(b)(6) depositions on those topics. Petitioners objected on relevance and admissibility grounds, and their counsel instructed the Rule 30(b)(6) witnesses not to answer valuation questions. The depositions nevertheless revealed that Hudson Bay had prepared an Excel valuation using DCF, comparable companies, and sum-of-the-parts analyses, and that Ripe's designee had prepared a memorandum for Fortress containing a DCF valuation and a downside case below the merger price.

Issue

Are appraisal petitioners' pre-litigation valuation materials and testimony about them discoverable under Rule 26(b)(1), and may petitioners block Rule 30(b)(6) testimony on those topics by relevance objections or by claiming the materials are only inadmissible lay opinions? A related issue was whether Ripe had shown privilege or work-product protection for its valuation materials, particularly the Fortress Memorandum.

Rule

Under Court of Chancery Rule 26(b)(1), discovery is permitted for nonprivileged matter that is relevant to the subject matter of the action and reasonably calculated to lead to the discovery of admissible evidence. In appraisal proceedings, petitioners' pre-litigation valuation materials are generally relevant to fair value, valuation inputs, and witness credibility, and they satisfy the potential-admissibility requirement because they may be used directly, for cross-examination or rebuttal, or as facts or data reasonably relied on by experts under Rule 703. A party seeking discovery bears only a slight initial burden to give a minimal explanation of relevance and potential admissibility; the opposing party must then show why the standard is not met. Under Rule 30(d)(1), counsel may instruct a deponent not to answer only to preserve privilege, enforce a court-ordered limitation, or present a motion for protective order.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

After a cash-out merger of a packaging company based in Cleveland, appraisal petitioners from a Chicago investment fund seek fair value in Delaware. The respondent requests pre-suit spreadsheets the fund used to decide whether to buy more shares after the deal announcement, and the fund objects that its trading analyses are irrelevant because appraisal concerns only the court’s valuation at closing.

How should the court most likely rule on the relevance objection?

Explanation. The majority held that appraisal’s central issue is fair value, so petitioners’ pre-litigation valuations are relevant to that issue, to underlying methodology inputs, and to credibility if litigation positions differ from contemporaneous views. Discovery relevance is construed liberally, and the respondent need not first prove independent admissibility. (Derived from In re Appraisal of Dole Food Company (n.d.).)