Eligibility for Support of Marketable Dell Appraisal Rights
Responding to the concerns of existing participants in the Dell
Valuation Trust as well as investors with broader interests in the
orderly use of appraisal rights, the Trust will be accepting new
requests for support of marketable Dell appraisal rights only from
existing participants in either the Trust or the Forum’s program
addressing broader appraisal rights applications.
investors will have access to Trust support of their Dell appraisal
rights through the eligible participants, by arranging either
endorsements or assignments of the rights. For public pension funds
and individual investors, the Forum will assure the availability of
endorsement arrangements at no cost. Private fund managers should of
course be able to arrange their own commercially reasonable
endorsements or sales.
wishing to confirm the eligibility of a participant, or the
availability of support for specified appraisal rights, can address
the request to me or to the Trust’s attorneys (by email:
policy refinement is intended to protect both Trust participants and
the marketplace from two types of unfair “free rider” exploitation:
Considering the level of confusion about appraisal rights among
investors as well as supposed experts, uninformed or misinformed
investors can impose significant costs on the Trust, and thus on
all its participants. For example, incorrectly processed demands
of one investor can require Trust responses to status challenges
and threaten the viability of a portion of the supported rights.
More generally, participants that have made commitments to
understanding appraisal rights may question the fairness of
providing Trust educational support to those who had not made such
Allowing a non-participating investor to use the availability of
Trust support for marketability to negotiate a sale or settlement
does not benefit the investors who are actually sharing the costs of the
Trust’s marketability support. It could also be unfair to the
party being bluffed, of course. Establishing eligibility
requirements – and offering to confirm an investor’s status –
should limit this abuse.
suggestions of further policy refinements will be welcomed.
January 8, 2014
Chairman, The Shareholder Forum
Madison Avenue, New York, New York 10022