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On April 12, 2024, the Treasury Department and Internal Revenue Service (IRS) issued proposed Treasury Regulations (REG-115710-22) providing comprehensive guidance for applying the one-percent excise tax owed on corporate...more
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery's appraisal of the fair value of Dell Inc. The trial court's 2016 ruling, which found that a $25 billion management-led buyout...more
Two recent appraisal decisions from the Delaware Court of Chancery provide additional guidance on when the court will defer to the merger price as evidence of fair value. In the first decision, In re Appraisal of PetSmart,1...more
There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more
In two recent decisions out of the Delaware Court of Chancery – In re: Appraisal of DFC Global Corp., C.A. No. 10107-CB ("DFC Global") and In re: Appraisal of Dell Inc., C.A. No. 9322-VCL ("Dell") – Chancellor Bouchard and...more
Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more
In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more