The Delaware Supreme Court issued its highly-anticipated ruling today in the Dell appraisal case, reversing and remanding the trial court’s 28% premium awarded to the stockholders. In sum, the court held that where a company is sold in a pristine M&A auction process, the chancery court must give the merger price “heavy weight” in its ruling, leaving it to the trial court to decide just how much weight that should be in this case. The Supreme Court also ruled on a cross-appeal challenging how the trial court assessed expenses across the appraisal class.
For further coverage of the Dell decision, see the links below.
Appraisal Apprisal: Dell v. Magnetar, Eric Talley & Jeffrey Gordon, CLS Blue Sky Blog
Delaware Supreme Court Reverses And Remands Dell MBO Appraisal Decision, Finding The Trial Court Erroneously Disregarded The Deal Price, Shearman & Sterling
Dell Ruling Bridges Philosophical Gap In Del. Appraisal Law, Law360 [$$]
Appraisal Litigation Update, Cadwalader, HLS Forum on Corporate Governance and Financial Regulation
Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, Lawrence Hamermesh & Michael L. Wachter, HLS Forum on Corporate Governance and Financial Regulation
Delaware Supreme Court Reaffirms Importance of Deal Price in Dell Appraisal Reversal, White & Case
Delaware Supreme Court Further Clarifies Appraisal Principles Applicable To Public Company Buy-Outs, Clifford Chance
**This firm is a counsel of record in the Dell case.
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