Shareholders' Attorneys Win Fee Bid In Dell
Appraisal Suit
By
Martin O'Sullivan
Law360,
Wilmington (October 17, 2016, 6:04 PM EDT) -- A Delaware Chancery judge on
Monday approved $4 million in expenses and roughly the same in attorneys'
fees for the lead law firm in the case that found that
Dell’s nearly $25 billion
take-private deal was undervalued by almost 30 percent.
Grant & Eisenhofer PA, which served
as lead counsel to shareholders seeking stock appraisal of the computer
giant’s nearly $24.9 billion take-private deal, can collect up to
$4,007,462 in expenses and up to $4,044,090 in attorneys' fees, according
to Vice Chancellor J. Travis Laster.
“This decision awards the requested amount of fees and expenses,” Vice
Chancellor Laster said in a written opinion. “The amounts are reasonable.”
Vice Chancellor Laster in May
ruled that the fair value of Dell
stock at the time of its $25 billion take-private deal was $17.62 per
share, nearly $4 higher than the transaction price.
Laster wrote that while the deal price of $13.75 per share was an
important factor in determining the fair value of Dell’s shares, there was
enough evidence presented during a four-day appraisal trial in October
that suggested there was a “valuation gap” between transaction price and
actual intrinsic price.
Shareholders who petitioned for appraisal of their stock, which included
heavyweights like
T. Rowe Price, had argued the price
of Dell should be even higher, with their experts at trial pegging the
actual share-price value at $28.61.
On the Dell side, its expert thought the price should be even lower than
the deal consideration, setting it at $12.81, and the vice chancellor
essentially took those two opinions, which show a roughly $28 billion
valuation gap between them, and split the difference.
The vice chancellor called the Dell expert’s opinion “conservative,” while
he said the petitioners expert was “optimistic,” and averaged out the data
where it conflicted to come to a fair value of $17.62.
Dell is represented by Gregory P. Williams, John D. Hendershot, Susan M.
Hannigan and Andrew J. Peach of
Richards Layton & Finger PA and John
L. Latham, Susan E. Hurd, Gidon M. Caine and Charles W. Cox of
Alston & Bird LLP.
The shareholders are represented by Stuart M. Grant, Michael J. Barry,
Christine M. Mackintosh, Jennifer A. Williams and Rebecca A. Musarra of
Grant & Eisenhofer PA.
The case is In re: Appraisal of Dell Inc., case number 9322, in the
Court of Chancery of the State of Delaware.
--Additional reporting by Matt Chiappardi. Editing by Emily Kokoll.
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