In the Dell Inc. appraisal action, the Court previously held that the fair value of Dell common stock at the effective time of the merger was $3.87 per share more than the merger price. For a link to a prior post discussing the decision, click here. The appraisal statute authorizes a party that has incurred expenses litigating an appraisal to have its expenses, including reasonable attorneys’ fees, allocated pro rata among the shares comprising the appraisal class.
The recent decision of In re Appraisal of Dell Inc., C.A. No. 9322-VCL (Del. Ch. Oct. 17, 2016) provides a useful discussion of the Court of Chancery’s calculation of a fee award in an appraisal case based on the aforementioned benefit conferred to the dissenting stockholders.
The decision discusses when expenses should be deducted from the benefit conferred before calculating the fees, and other issues of import. This opinion will undoubtedly serve as a roadmap for future fee awards granted in appraisal cases.