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

News from the Courts 

  • Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures 
  • Delaware Supreme Court Finds Purchaser Did Not Breach Earn-Out Provision 
  • Delaware Court Closely Scrutinizes Director Compensation 
  • Delaware Chancery Court Finds Restriction on Poison Pills Does Not Apply to Spun-Off Entity 
  • Board’s Refusal to Seat a Director Represented by Opposing Litigation Counsel is Consistent with its Fiduciary Duty 
  • Plaintiffs Strike Out in Two Recent Delaware Appraisal Actions 
  • Delaware Chancery Court Approves Settlement Agreement for $275 Million in Derivative Suit 
  • Delaware Chancery Court Describes Standards for Attorneys' Fees 

Delaware Legislative Update

Notable Deals 

  • Acquiring a Competitor: The Impact of “Foreign” on HSR Act Analysis 

London Update 

  • Avoiding Pitfalls When Serving Notice: IPSOS S.A. v. Dentsu Aegis Network Limited

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