177 A.3d 1 (Del. 2017), 565, 2016, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd.
|Docket Nº:||565, 2016|
|Citation:||177 A.3d 1|
|Opinion Judge:||VALIHURA, Justice:|
|Party Name:||DELL, INC., Respondent-Below, Appellant/Cross-Appellee, v. MAGNETAR GLOBAL EVENT DRIVEN MASTER FUND LTD; Magnetar Capital Master Fund Ltd; Global Continuum Fund, Ltd; Spectrum Opportunities Master Fund Ltd.; Morgan Stanley Defined Contribution Master Trust; Blackwell Partners LLC; Aamaf, LP; Wakefield Partners, LP; CSS, LLC; Merlin Partners, LP...|
|Attorney:||Gregory P. Williams, Esquire (argued), John D. Hendershot, Esquire, Susan M. Hannigan, Esquire, and Andrew J. Peach, Esquire, Richards, Layton & Finger, P.A., Wilmington, Delaware. Of Counsel: John L. Latham, Esquire, and Susan E. Hurd, Esquire, Alston & Bird LLP, Atlanta, Georgia; Gidon M. Caine...|
|Judge Panel:||Before STRINE, Chief Justice; VALIHURA, VAUGHN, and TRAYNOR, Justices; and LeGROW, Judge constituting the Court en Banc.|
|Case Date:||December 14, 2017|
|Court:||Supreme Court of Delaware|
The remaining petitioners in this matter were former stockholders of Dell, Inc. who validly exercised their appraisal rights instead of voting for a buyout led by the Company’s founder and CEO, Michael Dell, and affiliates of a private equity firm, Silver Lake Partners (“Silver Lake”). In perfecting their appraisal rights, petitioners acted on their belief that Dell’s shares were worth more than the deal price of $13.75 per share, which was already a 37% premium to the... (see full summary)
Submitted: September 27, 2017.
[Copyrighted Material Omitted]
[Copyrighted Material Omitted]
Court Below: Court of Chancery of the State of Delaware, Consolidated C.A. No. 9322-VCL
Upon appeal from the Court of Chancery. REVERSED in part, AFFIRMED in part, and REMANDED.
Gregory P. Williams, Esquire (argued), John D. Hendershot, Esquire, Susan M. Hannigan, Esquire, and Andrew J. Peach, Esquire, Richards, Layton & Finger, P.A., Wilmington, Delaware. Of Counsel: John L. Latham, Esquire, and Susan E. Hurd, Esquire, Alston & Bird LLP, Atlanta, Georgia; Gidon M. Caine, Esquire, Alston & Bird LLP, East Palo Alto, California; and Charles W. Cox, Esquire, Alston & Bird LLP, Los Angeles, California, for Appellant/Cross-Appellee Dell Inc.
Stuart M. Grant, Esquire (argued), Michael J. Barry, Esquire, Christine M. Mackintosh, Esquire, and Rebecca A. Musarra, Esquire, Grant & Eisenhofer P.A., Wilmington, Delaware, for Appellees/Cross-Appellants Morgan Stanley Defined Contribution Master Trust; AAMAF, LP; CSS, LLC; Merlin Partners, LP; William L. Martin; Terence Lally; Arthur H. Burnet; Darshanand Khusial; Donna H. Lindsey; Douglas J. Joseph Roth Contributory IRA; Douglas J. Joseph & Thuy Joseph, Joint Tenants; Geoffrey Stern; James C. Aramayo; Thomas Ruegg; and Rene A. Baker.
Samuel T. Hirzel, II, Esquire (argued), and Melissa N. Donimirski, Esquire, Heyman Enerio Gattuso & Hirzel LLP, Wilmington, Delaware. of Counsel: Lawrence M. Rolnick, Esquire, and Steven M. Hecht, Esquire, Lowenstein Sandler LLP, New York, New York, for Appellees/Cross-Appellants Magnetar Global Event Driven Master Fund Ltd; Magnetar Capital Master Fund Ltd; Global Continuum Fund Ltd; Spectrum Opportunities Master Fund Ltd; Blackwell Partners LLC; and Wakefield Partners LP.
Before STRINE, Chief Justice; VALIHURA, VAUGHN, and TRAYNOR, Justices; and LeGROW, Judge[*] constituting the Court en Banc.
The petitioners left standing in this long-running appraisal saga are former stockholders of Dell Inc. (" Dell" or the " Company" ) who validly exercised their appraisal rights instead of voting for a buyout led by the Companys founder and CEO, Michael Dell, and affiliates of a private equity firm, Silver Lake Partners (" Silver Lake" ). In perfecting their appraisal rights, petitioners acted on their belief that Dells shares were worth more than the deal price of $13.75 per share— which was already a 37% premium to the Companys ninety-day-average unaffected stock price.
Our appraisal statute, 8 Del. C. § 262, allows stockholders who perfect their appraisal rights to receive " fair value" for their shares as of the merger date instead of the merger consideration. The appraisal statute requires the Court of Chancery to assess the " fair value" of such shares and, in doing so, " take into account all relevant factors." The trial court complied: it took into account all the relevant factors presented by the parties in advocating for their view of fair value— including Dells stock price and deal price— and then arrived at its own determination of fair value.
The problem with the trial courts opinion is not, as the Company argues, that it failed to take into account the stock price and deal price. The trial court did consider this market data. It simply decided to give it no weight. But the court nonetheless erred because its reasons for giving that data no weight— and for relying instead exclusively on its own discounted cash flow (" DCF" ) analysis to reach a fair value calculation of $17.62— do not follow from the courts key factual findings and from relevant, accepted financial principles.
" When reviewing a decision in a statutory appraisal, we use an abuse of discretion standard and grant significant deference to the factual findings of the trial court. This Court will accept [the Court of Chancerys] findings if supported by the record .... " 1 We defer to the trial courts fair value determination if it has a " reasonable basis in the record and in
accepted financial principles relevant to determining the value of corporations and their stock." 
Here, the trial court gave no weight to Dells stock price because it found its market to be inefficient. But the evidence suggests that the market for Dells shares was actually efficient and, therefore, likely a possible proxy for fair value. Further, the trial court concluded that several features of management-led buyout (" MBO" ) transactions render the deal prices resulting from such transactions unreliable. But the trial courts own findings suggest that, even though this was an MBO transaction, these features were largely absent here. Moreover, even if it were not possible to determine the precise amount of that market datas imperfection, as the Court of Chancery concluded, the trial courts decision to rely " exclusively" on its own DCF analysis3 is based on several assumptions that are not grounded in relevant, accepted financial principles.
We REVERSE, in part, and AFFIRM, in part, and REMAND for these reasons and those that follow. In addition, for reasons discussed in Section IV, we REVERSE and REMAND the Court of Chancerys decision concerning the allocation of fees and costs among the appraisal class.
In June 2012, when the idea of an MBO first arose, Dell was a mature company on the brink of crisis: its stock price had dropped from $18 per share to around $12 per share in just the first half of the year. The advent of new technologies such as tablet computers crippled the traditional PC-makers outlook. The Companys recent transformation struggled to generate investor optimism about its long-term prospects. And the global economy was still hungover from the financial crisis of 2008.
Other than a brief hiatus from 2004 to his return in 2007, Michael Dell had led Dell as CEO, from the Companys founding in his first-year dorm room at the University of Texas at Austin when he was just nineteen years old, to a Fortune 500 behemoth with global revenues hitting $56.9 billion in the fiscal year ending February 1, 2013.4 Dell was indisputably one of the worlds largest IT companies.5
i. Michael Dells Return and the Companys Challenges
Upon his return to the Company in 2007, Mr. Dell perceived three key challenges facing Dell. First, low-margin PC-makers such as Lenovo were muscling into Dells market share as the performance
gap between its higher-end computers and the cheaper alternatives narrowed. Second, starting with the launch of Apples iPhone in 2007, the impending onslaught of smartphones and tablet computers appeared likely to erode traditional PC sales. Third, cloud-based storage from the likes of Amazon.com threatened the Companys traditional server storage business.
In light of these threats, Mr. Dell believed that, to survive and thrive, the Company should focus on enterprise software and services, which could be accomplished through acquisitions in these spaces. From 2010 through 2012, the Company acquired eleven companies for approximately $14 billion. And Mr. Dell tried to sell the market on this transformation. He regularly shared with equity analysts his view that the Companys enterprise solutions and services divisions would achieve annual sales growth in the double-digits and account for more than half of Dells profits by 2016.
Yet despite Dells M & A spurt and Mr. Dells attempts to persuade Wall Street to buy into the Companys future, the market still " didnt get" Dell, as Mr. Dell lamented.7 It still viewed the Company as a PC business, and its stock hovered in the mid-teens.
ii. The Market for Dells Stock
Dells stock traded on the NASDAQ under the ticker symbol DELL. The Companys market capitalization of more than $20 billion ranked it in the top third of the S & P 500. Dell had a deep public float9 and was actively traded as more than 5% of Dells shares were traded each week. The stock had a bid-ask spread of approximately 0.08%. It was also widely covered by...
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