In re Appraisal of Dell, Inc.
Delaware Court of Chancery
2016 WL 3186538 (2016)
Relevant factsFree
Michael Dell led a management buyout of Dell, Inc., using a leveraged buyout pricing model that the board's financial sponsor applied to evaluate offers, ultimately reaching a deal at $13.65 per share (raised to $13.75 after shareholder objections) that 57% of shares approved; a post-agreement go-shop period produced no better offers. Dissenting shareholders sought judicial appraisal of their shares, and the company argued the merger price itself was the best evidence of fair value.
IssueFree
Whether, in valuing dissenting shareholders' shares in a post-merger appraisal petition, a court is required to treat the market price of the merger consideration as the fair value of the shares.