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Delaware Supreme Court Reverses Court of Chancery’s Dell Appraisal Decision; Suggests that Deal Price Was the Best Evidence of the Company’s Fair Value

In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., the Delaware Supreme Court reversed and remanded the Court of Chancery’s valuation of Dell in an appraisal case arising from the 2013 management buyout of Dell by Michael Dell and Silver Lake Partners.

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The Ropes Recap: Mergers & Acquisitions Law News

Practices: Mergers & Acquisitions

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Linked is the Third Quarter 2015 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts

  • Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction
  • Delaware Court Denies Claims for Advancement in Two Recent Cases on the Basis of “By Reason of the Fact” Standard
  • Delaware Court Continues to Scrutinize Disclosure-Only Settlement Cases
  • Technicalities Disqualify Dell Stockholders’ Appraisal Rights under “Continuous Holder” Requirements
  • Delaware Supreme Court Confirms Effect of Majority Vote of Disinterested, Informed Stockholders

Accounting Standards Update

  • The End of Extraordinary Items
  • FASB Proposes “Materiality” Guidance

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