Delaware Business Litigation Report

Delaware Supreme Court Stresses Value Of Deal Price In Appraisal Case

Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd., No. 565, 2016 (December 14, 2017)

In this much-anticipated decision, the Delaware Supreme Court stresses the importance of the deal price to the award in an appraisal case. The Court is very careful to note how much the deal price reflected a highly efficient market and a prolonged exposure of the company to competing buyers. It probably did not help the petitioners that their expert testified to a value that seemed much too big. The case was remanded to the Court of Chancery so the Dell saga will continue. Finally, the Supreme Court’s comments on how to allocate the expenses of an appraisal may also have a future impact on appraisals arbitrage.

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