Dell, Inc., Respondent-Below, Appellant/cross-Appellee v. Magnetar Global Event Driven Master Fund Ltd; Magnetar…

Summary

The court held that the Court of Chancery abused its discretion by assigning no weight to Dell's stock price and merger consideration because the factual findings did not support its theories of market inefficiency, inadequate competition, or MBO-specific distortions. The court remanded for reconsideration of fair value under reasoning grounded in the record and accepted financial principles, while upholding most of the challenged DCF inputs and requiring further consideration of taxes on repatriated foreign earnings. It also reversed the allocation of appraisal litigation expenses because the allocation failed to account fairly for benefits obtained by a petitioner whose shares were ultimately found not entitled to appraisal.