Delaware Court of Chancery Determines Fair Value in Dell Appraisal

1 June 2016
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Key takeaways

  • The court used a different lens to evaluate whether the negotiated merger price was the best evidence of fair value from the one it would use to consider whether directors satisfied their fiduciary duties in a sale process.
  • In particular, the court questioned whether a pre-signing process that involved only financial sponsors provided sufficient price competition, as well as whether a go-shop could be effective for a company as large and complex as Dell.