The Dell Appraisal and the Business Judgment Rule

In 2013, Michael Dell and his private equity partner, Silver Lake, brought the previously publicly-held Dell Corporation private at a price of $13.75 per share, a price that was approved by Dell’s board and by a 57 percent majority vote of shareholders (70 percent of shares voted) on September 12. 2013. That price was arrived at after the board examined numerous estimates of the value of Dell by various outside experts and after an extensive, but ultimately unsuccessful, “go shop” canvassing of at least 60 other companies to explore their interest in making a higher offer.

Shareholders dissenting from the … Read more