Risk Of 'Below Deal Price' Appraisal Post-Dell: Part 2

By Gail Weinstein, Steven Epstein, Robert Schwenkel and Brian Mangino (March 22, 2018, 11:06 AM EDT) -- In the first part of this article, we discussed the key points arising from three post-Dell appraisal decisions — Verition Partners v. Aruba Networks on Feb. 15, In re Appraisal of AOL Inc. on Feb. 23, and In re Appraisal of SWS Group, affirmed by the Delaware Supreme Court on Feb. 23, reviewed the background of the decisions, and offered related practice points. In part two, we analyze whether Aruba indicates that reliance on the unaffected market price or on deal-price-less-synergies is likely to replace reliance on the deal price itself, as apparently prescribed by Dell; the standard for "robust"-ness of the sale process that was applied in AOL; and how SWS stands apart from the other two decisions and offers a different lesson....

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