Delaware Supreme Court Reverses Dell Appraisal Decision in Continuation of DFC Reasoning: Court Rejects Court of Chancery’s Failure to Ascribe Weight to Deal Price or Market Price in Appraisal but Stops Short of Establishing a Deal-Price Presumption
Sullivan & Cromwell LLP - December 19, 2017
In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., the Delaware Supreme Court’s most recent decision on appraisal, the Court rejected the Delaware Court of Chancery’s conclusion that, based on the Dell record, the deal price was not a useful metric for determining “fair value” under 8 Del. C. § 262, Delaware’s appraisal statute. The Court reaffirmed its decision in DFC Global Corporation v. Muirfield Value Partners, L.P. not to establish a presumption that deal price constitutes “fair value” yet joined DFC in strongly suggesting that deal price—assuming a reasonable sale process—merits substantial, and perhaps dispositive, weight.