When computer maker Dell decided to delist in 2013, the deal led to a showdown between management and dissenting shareholders who argued that management’s buyout price was unfair. This article explains why the Delaware Chancery Court decided to base fair value on a discounted cash flow analysis rather than the company’s stock price — and how taxes can have a major impact on value.
In Re: Appraisal of Dell Inc., Delaware Ch., C.A. No. 9322-VCL, May 31, 2016