RKS Resolves Cannabis Valuation Dispute in Delaware Chancery Court

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February 16, 2021

RKS represented a substantial stockholder seeking fair value for his shares in Surterra, a company specializing in cannabis-based products. The matter proceeded as a Delaware appraisal action which permits, under certain circumstances, a shareholder to receive the “fair value” of his or her shares. This case arose after Florida-based Surterra merged with New England Treatment Access (NETA), a Massachusetts marijuana company with retail operations for recreational as well as medicinal use. Surterra's founder and former CEO engaged RKS for its expertise in appraisal actions in order to insure he received fair value for his shares of Surterra common stock in connection with that merger. The case posed unique valuation issues centered on the proper approach to valuing shares in a company specializing in cannabis-based products, where the consideration for the underlying merger was a combination of cash, stock and debt. Moreover, cannabis appraisals present the unique challenge of valuing a highly lucrative asset that is nevertheless currently illegal under US law. The parties ultimately reached a confidential settlement resolving these novel valuation issues.