There are many subtitles to the application of fair value for cooperate law purposes. For example, some states consider concepts of “entire…

The "entire fairness" standard is a legal doctrine, most notably from Delaware corporate law, used to review transactions involving conflicts of interest. It consists of two primary components: fair dealing and fair price. Fair dealing addresses the procedural aspects of a transaction, such as timing, negotiation, and disclosure, which inherently require competence and thoroughness. Fair price addresses the substantive, economic terms. Valuation analysts often consider both absolute fairness (e.g., intrinsic value from a DCF analysis) and relative fairness (e.g., value from market-based approaches) to assess fair price. A reorganization is a type of corporate action or event to which the entire fairness standard may be applied; it is not a component of the standard itself.

A. Absolute fairness: This is incorrect because it relates to the "fair price" prong, often assessing the intrinsic or fundamental value of the company's stock.

B. Relative fairness: This is incorrect as it also pertains to the "fair price" prong, typically involving valuation comparisons to similar companies or transactions.

C. Competence and thoroughness: This is incorrect because these are essential elements of the "fair dealing" prong, which scrutinizes the process of the transaction.

1. Pratt, S. P., & Niculita, A. V. (2022). Business Valuations: Fundamentals, Techniques, and Theory. John Wiley & Sons. In Chapter 29, "Valuations for Shareholder and Partner Disputes," the text discusses legal standards of review, including the entire fairness doctrine, which is composed of fair dealing (process) and fair price (substance).

2. Weinberger v. UOP, Inc., 457 A.2d 701, 711 (Del. 1983). This seminal Delaware Supreme Court case established the two-pronged test for entire fairness: "The concept of fairness has two basic aspects: fair dealing and fair price... a showing that the action was taken as a result of informed approval of a majority of the minority shareholders. However, the burden entirely shifts to the plaintiff to show that the transaction was unfair to the minority."

3. Hitchner, J. R. (2017). Financial Valuation: Applications and Models. John Wiley & Sons. Chapter 3, "Standards of Value," discusses fair value in the context of shareholder dissent and oppression, where the entire fairness standard is often invoked, breaking it down into its procedural (fair dealing) and substantive (fair price) components.