The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sun, 04 Jul 2021 16:07:43 +0000 en-US hourly 1 https://wordpress.org/?v=5.7.2 Implications of the Recent Dell Appraisal Decision https://corpgov.law.harvard.edu/2016/06/21/implications-of-the-recent-dell-appraisal-decision/ https://corpgov.law.harvard.edu/2016/06/21/implications-of-the-recent-dell-appraisal-decision/#respond Tue, 21 Jun 2016 13:31:32 +0000 http://corpgov.law.harvard.edu/?p=73145?d=20160621093151EDT Posted by Lewis R. Clayton & Stephen P. Lamb, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Tuesday, June 21, 2016
Editor's Note: Lewis R. Clayton and Stephen Lamb are partners in the Litigation Department at Paul, Weiss, Rifkind, Wharton & Garrison LLP. This post is based on a Paul Weiss memorandum by Mr. Clayton, Mr. Lamb, Frances Mi and Daniel Mason. This post is part of the Delaware law series; links to other posts in the series are available here.

On May 31, Vice Chancellor Laster of the Delaware Court of Chancery held that, for purposes of Delaware’s appraisal statute, the fair value of the common stock of Dell Inc. at the time of its sale to a group including the Company’s founder Michael Dell was $17.62 per share, almost a third higher than the $13.75 deal price. [1] The decision has received a good deal of attention from the press and commentators, largely because the Court rejected the use of the transaction price as compelling evidence of fair value, despite several recent Delaware appraisal decisions that have relied heavily or exclusively on the transaction price. While the ruling may encourage some stockholders of Delaware companies to seek appraisal—particularly in management buyouts—there are powerful reasons why the decision should be limited to its particular facts.

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