In re Appraisal of Dell, Inc.
Delaware Court of Chancery
2016 WL 3186538 (2016)
- Written by Sean Carroll, JD
Facts
Michael Dell (Dell) proposed a management buyout (MBO) of Dell, Inc. (the company). The buyout was a step in the process of transforming the company from an end-user hardware supplier to an enterprise customer software and services supplier. The company’s financial sponsor during the merger process used a leveraged buyout (LBO) pricing model to evaluate offers. The company’s board of directors reached a deal with a buyout group for $13.65 per share. After shareholders objected, the buyout group offered $13.75 per share, and 57 percent of the company’s shares voted in favor of the merger. The merger agreement permitted a go-shop period, but the company did not receive any better offers. Shareholders who dissented from the merger filed a petition seeking judicial appraisal of their shares. The company argued that the merger consideration was the best evidence of fair value.
Rule of Law
Issue
Holding and Reasoning (Laster, J.)
What to do next…
Here's why 789,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,200 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.
