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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 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include: 

News from the Courts 
  • Delaware Court of Chancery Rejects Transaction Price as the Best Measure of Fair Value in Dell Appraisal Litigation 
  • Delaware Court Rejects Claim of Bad Faith Where Board Instructed Financial Advisor to Ignore Management’s Optimistic Financial Projections 
  • Chancery Court Equates Tender of Shares to a Stockholder Vote in Determining the Standard of Judicial Scrutiny for Board of Directors Who Approved Volcano Corp. Merger 
  • New York Court of Appeals Adopts Delaware Law, Affirming Business Judgment Deference for Kenneth Cole’s Controlling Stockholder Transactions Structured with Minority Protections 
  • Delaware Supreme Court Holds that Sale of Zale Approved by Uncoerced, Disinterested, and Informed Stockholders are Properly Reviewed Under a Corporate Waste Standard 
  • Chancery Court Offers Guidance on “Commercially Reasonable Efforts” Standard in Williams Cos. v. Energy Transfer Equity Litigation 
  • New York Court of Appeals Rules that Communications between Merger Parties Countrywide and Bank of America Are Not Protected by the Common Interest Exception to the Waiver of Attorney-Client Privilege 
  • Sun Capital Partners on Remand: District Court Rules that Related Funds May be Held Liable for Pension Fund Withdrawal Liabilities 
Delaware Legislative Update
 
Tax Update
 
SEC Update
 
UK Update


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