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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.
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.
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