News & Analysis as of

Dell

Delaware Court of Chancery Determines Fair Value in PetSmart and SWS Group Appraisal Cases

by Ropes & Gray LLP on

In recent years, the Delaware Court of Chancery has issued a number of high-profile opinions in appraisal litigations, many of which addressed the central question of whether and to what extent the underlying transaction...more

Is Appraisal Arbitrage Past Its Prime?

by Morris James LLP on

Once again, some corporate lawyers are complaining that the Delaware courts are too good to stockholders or, more often, plaintiffs’ lawyers. In the more recent past, those complaints focused on merger litigation that led to...more

Sixth Circuit Finds District Court Erred In Ruling On Arbitration Waiver Issue Where Issues As To Arbitrability Were Reserved For...

by Carlton Fields on

The Plaintiff, Hilton, a computer purchaser, entered into a repayment agreement with Dell Financial Services, LLC, which later sold the debt to Midland Funding, to purchase a Dell computer on credit. The underlying issue in...more

Important Decision by Massachusetts Supreme Court May Significantly Reduce Risk of Merger Litigation

The recent decision by the Massachusetts Supreme Court in Int'l Brotherhood of Electrical Workers Loc. No. 129 Benefit Fund v. Tucci has the potential to significantly reduce merger litigation for publicly traded companies...more

Massachusetts Supreme Court Affirms Dismissal Of Shareholder Class Action And Clarifies That Directors Generally Owe Fiduciary...

by Shearman & Sterling LLP on

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation...more

Death Knell to Merger Litigation for Massachusetts Corporations?

by WilmerHale on

In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of fiduciary duty by EMC shareholders challenging the merger of EMC and Dell, Inc....more

Are All Troll Cases Exceptional?

In Iris Connex, LLC, v. Dell, Inc., [2:15-cv-1915-JRG] (January 25, 2016), District Judge Gilstrap, after granting summary judgment to Dell, awarded attorneys fees, noting Dell’s arguments that Iris Connex’s claim...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Dismissed Dell Appraisal Claimants Settle With Company

by Morris James LLP on

Appraisal litigation has been a topic at the forefront of the minds of many legal practitioners over the past few years. Recently, amendments to Section 262 of Delaware's General Corporation Law went into effect that were...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2016

by Ropes & Gray LLP on

NEWS FROM THE COURTS - Delaware Court of Chancery Rejects Transaction Price as the Best Measure of Fair Value in Dell Appraisal Litigation - On May 31, 2016, the Delaware Court of Chancery released its post-trial...more

What’s Happening in Delaware M&A – Summer 2016

by Perkins Coie on

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

Delaware Law Updates – What Is the Fair Value of a Stock? Delaware Court of Chancery Rejects the Transaction Price as the Most...

by McCarter & English, LLP on

In two recent decisions out of the Delaware Court of Chancery – In re: Appraisal of DFC Global Corp., C.A. No. 10107-CB ("DFC Global") and In re: Appraisal of Dell Inc., C.A. No. 9322-VCL ("Dell") – Chancellor Bouchard and...more

The Problem With Delaware Business Valuations

by Morris James LLP on

A recent decision by the Delaware Court of Chancery has caused the defenders of all things corporate America wants from its courts to complain once again of unfair treatment. While their complaints are misplaced in this...more

Dell Decision Grants Claimants Fair Value Award Above Merger Price

by Morris James LLP on

Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more

Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding

In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more

Appraisal Risk Back In The Spotlight After Dell

by White & Case LLP on

The Delaware Court of Chancery (the "Court") recently ruled that the fair value of Dell Inc. shares at the time of the 2013 US$24.9 billion buyout of Dell Inc. by CEO Michael Dell and Silver Lake Partners was US$17.62 per...more

Court Of Chancery Explains When Merger Price Not Is The Appraised Value

by Morris James LLP on

This decision explains when a price in a management lead buy out that is close to a merger price set after a shopping of a company may still not be the “fair value” required by Delaware appraisal law....more

Federal Circuit Patent Updates - March 2016

by WilmerHale on

Clare v. Chrysler Group LLC (No. 2015-1999, 3/31/16) (Prost, Moore, Wallach) - Moore, J. Affirming summary judgment of non-infringement of patents related to storage compartment for pickup trucks. The Court rejected...more

Federal Circuit Reverses the PTAB’s Reliance on Evidence Presented Solely During Oral Argument and Its Claim Construction

On March 15, 2016, the Federal Circuit reversed and remanded the PTAB's cancellation of claims 3 and 20 of Patent No. 6,948,021 directed to hot-swappable components in computer systems. See Dell Inc., v. Acceleron, LLC, No....more

Federal Circuit Ruling in Dell v. Acceleron Limits New Late-Stage Grounds of Challenge in America Invents Act Trials

On March 15, 2016, the U.S. Court of Appeals for the Federal Circuit held that the Administrative Procedures Act (APA) places constraints on when petitioners may present evidence and arguments against the patentability of...more

Fed. Cir. Decision Reiterates The Importance Of Raising All Bases For Invalidity In An IPR Petition

by Reed Smith on

On March 15, 2016, the Federal Circuit vacated the PTAB’s final rejection of a claim, finding that the rejection was procedurally improper because the PTAB relied on a basis raised for the first time during the oral argument....more

PTAB Can’t Rely on Anticipation Argument first Made during the Oral Hearing

In Dell Inc, v, Acceleron, LLC, [2015-1513, -1514](March 15, 2016) the Federal Circuit affirmed the confirmation of claims, but remanded the cancellation of two claims for reconsideration in view of corrected claim...more

"M&A Techniques in a Complex Environment"

While the headlines in 2015 focused on the “megadeal” transactions over $5 billion (there were at least 137 such deals in 2015, according to Thomson Reuters), many transactions involving cross-border activities required...more

Employment Law Navigator – Week in Review: December 22, 2015 #3

by Zelle LLP on

Last week, a federal judge in the Central District of California made big news when he found that “claims of sexual orientation discrimination are gender stereotype or sex discrimination” prohibited by Title VII of the Civil...more

The Ropes Recap: Mergers & Acquisitions Law News - Third Quarter 2015

by Ropes & Gray LLP on

Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction In a recent post-trial opinion, Vice Chancellor Laster of the...more

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