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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 & Acquisition Law News

Practices: Mergers & Acquisitions

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

News from the Courts

  • Court of Chancery Applies Entire Fairness Standard to Commercial Arrangement with Controlling Stockholder
  • Delaware Court Affirms that Entire Fairness is Operative Standard of Review for Controlling Stockholder Transaction that Did Not Satisfy MFW Factors
  • Court of Chancery Requires Affirmative Contractual Statement by Buyer Disclaiming Reliance on Extra-Contractual Representations in Context of a Merger Agreement to Bar Buyer’s Claim
  • Court of Chancery Applies Different Levels of Judicial Scrutiny to Different Actions Taken by Board in Response to Activist Stockholder
  • Court of Chancery Provides Guidance as to Information Demands by Corporate Stockholders and LLC Members/Managers
  • Delaware Court Continues to Scrutinize Disclosure-Only Settlement Cases
  • Federal Court Rejects Disclosure Claim Concerning Financial Advisor’s Premiums Paid Analysis
UK Updates

Asia Updates

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