Delaware Supreme Court Reverses Controversial Dell Appraisal Ruling

Seyfarth Synopsis:  The Delaware Supreme Court issued its much-anticipated unanimous decision last Thursday in the "long-running appraisal saga" that took place following the 2013 management-led buyout of Dell.  In reversing the lower court's ruling that had awarded stockholder petitioners a 28 percent premium over the deal price, the Court emphasized that the Vice Chancellor erred in relying exclusively on the Chancery Court's own discounted cash flow analysis to reach a fair value calculation, where, as here, the decision to give no weight to either the stock price or the deal price was not supported by the court's key factual findings or by relevant, accepted financial principles.  The Supreme Court suggested that the Chancery Court on remand should instead give "heavy weight" to the deal price due to the compelling "evidence of market efficiency, fair play, low barriers to entry, outreach to all logical buyers, and the chance for any topping bidder to have