The Shareholder Forumtm

support of long term investor interests in

Appraisal Rights


Intrinsic Value Realization




The Delaware Supreme Court issued a ruling on December 14, 2017 that endorsed its interpretation of the "Efficient Market Hypothesis" as a foundation for relying upon market pricing to define a company’s “fair value” in appraisal proceedings. The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for its participants' realization of intrinsic value in opportunistically priced but carefully negotiated buyouts. See:

December 21, 2017 Forum Report

 Reconsidering Appraisal Rights for Long Term Value Realization




 Investment Alternatives

Forum websites have been established for attention to

appraisal rights demanded in relation to these buyouts:

Dell Inc.

(AVR management was available)

Schuff International Inc.

(AVR management available to reserved Participants)



Realization of Intrinsic Value in Buyouts

Appraised Value Rights

The Shareholder Forum had been encouraged by professional fund managers to provide support of appraisal rights for their realization of intrinsic value in the 2013 Dell buyout. To make investments in these rights a practical alternative for regulated funds that require marketability, reporting and insulation from litigation processes, the Forum developed independent administrative services based on tested models for asset-backed securities that assure informed and convenient portfolio management.

 The Forum's support of marketable “Appraised Value Rights” (AVR) investments can be requested to provide a company's existing shareholders with a practical means of realizing the intrinsic value of a long term enterprise investment, as an alternative to a buyout offer based on current market pricing.

This support can also be used in programs for fund managers wishing to use AVR investing regularly, either to realize full long term value in existing equity portfolios or to develop a specialized niche class of uncorrelated assets. Intended for fund managers wishing to avoid the risks associated with "appraisal arbitrage" practices popularized following the Dell case, AVR program participation provides the following benefits:

►   Intelligence

§  Expanded access to reliable information and insights

§  Designation of representative for review panel membership

§  Requests for review of specific situations and issues

§  Determination of case eligibility for AVR management


§  Ability to initiate and guide AVR-managed appraisal cases

§  Choice of anonymous participation or identified leadership

§  Independence of own appraisal rights investment decisions

§  Select standard or customized structures of marketable rights

►   Efficiency

§  Shared costs of professional expertise and services

§  Analysis and reporting by review panel investor delegates

§  Rights managed as identical units of a marketable investment


June 2015

For listings of reports, news, research

and other information relevant to

investor interests in appraisal rights,


Appraisal Rights Reference

To log in to the website for

participants in the program for

Appraised Value Rights Investing,

click here.


2013 Support of Investor Interests

Shareholder Forum

December 2013

Appraised Value Rights

A Summary for Investors

(4 pages, 110 KB, in PDF format)



Fund Management Applications


December 21, 2017 Forum Report

 Reconsidering Appraisal Rights for Long Term Value Realization

see also subsequent reports:

Financial Times

December 28, 2017

"Hedge funds face ‘game over’ for buyout strategy"


Financial Times

July 27, 2018

"Dell’s return to stock market leaves a bitter taste -

Billionaire relists the PC company he founded at a much higher valuation"



August 1, 2018

"Is appraisal dead?"



February 15, 2019

 "Appraisal Arbitrage Dimmed By Delaware Rulings"



Columbia Business School, Program for Financial Studies

February 14, 2017

 "Wei Jiang: Disagreement on Valuation –

How Appraisals Have Become Governance Remedy

and Investment Arbitrage"


June 6, 2016 Forum Report

 Dell Decision Confirms Foundations of Forum Support

for Appraisal Rights



May 11, 2016

"Chancery Knocks T. Rowe Price Funds Out Of Dell Appraisal"

see also related

USA Today

May 3, 2015

"Money manager hits awkward snag in Dell buyout case"


New York Times


 March 4, 2014

"A New Form of Shareholder Activism Gains Momentum"



October 3, 2013

"Dell Value Dispute Spotlights Rise in Appraisal Arbitrage"


June 14, 2013 Forum Report

Enabling Use of Appraisal Rights to Choose Dell’s Long Term Value



Valuation Standards



Commentary by John K. Hughes and Jack B. Jacobs of Sidley Austin

February 20, 2017

"Observations On Delaware Appraisal In A Post-Dell World"



December 14, 2017

"Court reverses Dell buyout ruling

that alarmed dealmakers"



August 1, 2017

"Del. Justices Reverse Appraisal

Of $1.3B DFC Global Buyout"



May 31, 2016

"Chancery's Dell Ruling

Gives New Life To Appraisal Actions"


New York Times


September 10, 2013

"Icahn’s Last Chance on Dell"


September 10, 2013 Forum Report

Court Rules for Appraisal: Fair Value = Intrinsic Value



Policy Considerations


August 1, 2018

"Is appraisal dead?"


Financial Times

May 31, 2016

"Delaware court finds Dell’s $24bn buyout

underpaid investors"

see also opinion in

Bloomberg View

June 1, 2016

"Michael Dell Bought His Company Too Cheaply"



 March 19, 2015

"Hedge funds hot "appraisal" strategy for deals

may become a lot less appealing"


The New York Times

Fair Game

July 19, 2014

"Your Rights, Buried in Paperwork"


Wall Street Journal

April 13, 2014

"Hedge Funds Wield Risky Legal Ploy to Milk Buyouts"


October 14, 2013 Forum Report

Panel to Consider Appraisal Rights Policies for

Long Term Investment


New York Times

Fair Game

June 23, 2013

"For Dell Investors, a Safety Valve"




The program supporting Appraisal Rights Investments was conducted by the Shareholder Forum for invited participants according to stated conditions, including standard Forum policies that each participant is expected to make independent use of information obtained through the Forum and that participant identities and views will not be reported without explicit permission..

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.