In in a recent LinkedIn post, J. Travis Laster (not posting as Vice Chancellor of the Court of Chancery) noted the following:
In TripAdvisor (Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024), I referenced an event study as a possible way to assess damages. That part of the decision drew commentary. Pundits have raised (1) the difference between fundamental value efficiency and informational efficiency, (2) the possibility of confounding events, (3) the possibility that the analysis might not show any damages, (4) the potential difficulty the market may have pricing governance changes, and (5) whether the analysis assumes a Delaware premium.
Readers will recall that the plaintiffs in that case challenged TripAdvisor's plan to convert to a Nevada corporation. Vice Chancellor Laster found that the plaintiffs had stated a claim on which relief may be granted, but declined to enjoin the conversion.
I have had similar concerns to those of the pundits. See Has Professor Solomon Rebutted Vice Chancellor Laster's Theory Of Damages In Palkon v. Maffei? However, I have an even more basic objection to the Vice Chancellor's decision. Why is there a discussion of how to measure damages when that question was not even before the court? The volunteering of views on the measure of damages in this ruling may be viewed as providing the plaintiffs a roadmap for how to position their case at trial.
In my view, many decisions by the Court of Chancery are unduly prolix because they include discussions and commentary that are clearly unnecessary to the decision, i.e., dicta. The Court would be better served by applying the principle of parsimony.