United States:
Delaware Chancery Court Grants Appraisal Petition After Finding Dell MBO Transaction Provided Stockholders Less Than Fair Value
14 June 2016
by
Jaculin Aaron
,
Paula Howell Anderson
,
Stuart Baskin
,
Steve Camahort
,
George Casey
,
AgnèS Dunogué
,
Creighton O M Condon
,
Joseph Frank
,
Alan Goudiss
,
Robert Katz
,
Adam Hakki
,
Michael J. Kennedy
and
Scott Petepiece
Shearman & Sterling LLP
To print this article, all you need is to be registered or login on Mondaq.com.
Vice Chancellor Laster of the Delaware Chancery Court recently
issued an important opinion in In Re: Appraisal of Dell Inc.C.A. No.
9322-VCL (May 31, 2016), holding that merger consideration offered
to Dell, Inc's common stockholders did not reflect the
"fair value" of Dell's shares. The decision will
require the company to pay dissenting stockholders a 28% premium as
compared to the consideration that was received by stockholders who
did not exercise their appraisal rights. The opinion is notable for
several reasons, including because the Court declined to accept
that the negotiated market price for the deal was the best
available indication of the fair value of the company. Instead, the
Court challenged the accuracy of prevailing stock market valuations
of Dell, and after criticizing several aspects of the sale process,
ultimately concluded that neither the stock price nor the price
negotiated during the sale process fairly reflected the fair value
of the company.
View full memo, Delaware Chancery Court Grants Appraisal Petition
After Finding Dell MBO Transaction Provided Stockholders Less Than
Fair Value
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
POPULAR ARTICLES ON: Corporate/Commercial Law from United States
Corporate Transparency Act Update
Shulman Rogers
With the arrival of spring and the first set of Corporate Transparency Act (CTA) filing deadlines behind us, it is a good time for an update on lessons learned from the initial filings.
Compliance Isn't The Only 'AI Washing' Risk
Bracewell
Companies are rapidly adopting artificial intelligence technologies, and both regulators and private plaintiffs have set their sights on "AI washing," where businesses tout AI capabilities that do not exist.