On June 11, 2020, the Delaware Court of Chancery denied, in part, the motions to dismiss Plaintiff’s Amended Complaint (“Complaint”) of certain directors of Dell Technologies, Inc., Michael Dell and Silver Lake Group LLC. Plaintiff's Complaint challenges a transaction through which Dell’s Controllers—Michael Dell and Silver Lake Group LLC (“Silver Lake”)—disloyally expropriated billions of dollars of value from Dell’s Class V common stockholders. In the Transaction, Dell redeemed all outstanding Class V Stock in exchange for a combination of cash and Dell’s privately held Class C common stock (the “Class C Stock”). Dell claimed that this combination amounted to $120 in consideration per share of Class V Stock, however, the consideration was grossly unfair for at least two fundamental reasons: (i) the shares of Class V Stock were worth far more than the purported $120 paid per share, and (ii) the shares of Class C Stock used as payment were worth far less than Michael Dell and Silver Lake asserted.

A copy of the Court's Memorandum Opinion can be accessed here.