M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, May 31, 2016

Dell Appraisal Results

Well, Carl Icahn said $13.75 for Dell's 2013 going private deal was too low and he encouraged stockholders to seek an appraisal for their shares.  While Mr. Icahn wasn't patient enough to hang in there, for those who were, they got a 22% bump in the consideration due to them according to Reuters. Vice Chancellor Laster just handed down an opinion in the Dell appraisal case that set the "fair value" of Dell shares at the time of the going private deal at $17.62. Here's the Dell appraisal opinion.   So, according to the court, the special committee negotiated a price that was 22% below what the court believed was a fair value. Remember, the board was subject to Revlon during the going private process - so it was tasked not just with seeking a fair price, but with seeking the highest price reasonably available. One wonders whether how a board can fail to negotiate a fair price while still comporting with its fiduciary duties to seek the highest price available for its stockholders.



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