Dell Appraisal Litigation

Compass Lexecon was retained by Stuart M. Grant of Grant & Eisenhofer P.A. on behalf of petitioners in a statutory appraisal proceeding before Vice Chancellor J. Travis Laster of the Delaware Court of Chancery related to the 2013 buyout of Dell Inc. Compass Lexecon Senior Consultant Professor Bradford Cornell submitted opening and rebuttal reports and testified before Vice Chancellor Laster at trial regarding the fair value of Dell. After trial, Vice Chancellor Laster found in an extensive and widely discussed opinion that the fair value of Dell was $17.62 per share, $3.87 per share more than the merger consideration of $13.75 or $6.8 billion more than the equity consideration of $24.2 billion. In arriving at his opinion, Vice Chancellor Laster rejected Dell and its experts’ arguments that the fair value of Dell was $12.52 per share and that the merger consideration represented the ceiling for a fair value estimate. Vice Chancellor Laster adopted Professor Cornell’s selection of a lower tax rate and eliminated Dell’s expert’s reductions for deferred tax liabilities based on evidence presented at trial that Dell had no history of paying a rate as high as the US statutory tax rate or intention of repatriating its overseas cash holdings. Professor Cornell was supported by a team in Compass Lexecon’s Pasadena and Chicago offices which included Jennifer Milliron, John Haut, Tim McAnally, Edward Crane, and Neil Matthews.