Judge Raps Dell on Buyout
by: Liz Hoffman
Jun 01, 2016
SUMMARY: When Michael Dell took his eponymous computer company private for $25 billion in 2013, some shareholders said he was shortchanging public investors. Three years later, a Delaware judge has come down on their side. Vice Chancellor J. Travis Laster of the state’s special corporate court on Tuesday ruled that Dell was worth about $31 billion at the time-a 28% bump. Mr. Laster’s ruling in the long-running shareholder lawsuit vindicates some of the criticism the deal faced from shareholders when it was struck. Spurred on by activist investor Carl Icahn, investors argued the buyout discounted Dell’s turnaround prospects and accused Mr. Dell of trying to steal his company from investors.
1. What judge ruled that Dell was worth more than Michael Dell paid to take the company private in 2013?
Do you think judges are qualified to determine the price at which a firm should have been taken private? Why or why not?
3. Is it fair that stockholders must vote against a deal to receive compensation in an “appraisal lawsuit”? Should all stockholders always vote against deals just in case there is such a lawsuit? Explain your answers.
4. How can stockholders deal with management always knowing more than they do in a management buyout?
5. Do you agree with managers who often say that transformations such as Dell’s can only be undertaken out of the glare of the public eye? Why or why not?