Dell reaches $1 billion settlement over disputed 2018 stock swap

Dell Technologies Inc (DELL.N) on Wednesday said it reached a $1 billion settlement of a lawsuit accusing it of short-changing some shareholders in a controversial $23.9 billion transaction in 2018 that marked its return as a publicly traded company.

The all-cash settlement is subject to approval by a Delaware Chancery Court judge, and will be reflected in Dell’s third-quarter results.

It resolves claims against the Round Rock, Texas-based computing and technology services company and controlling shareholders, including billionaire Chief Executive Michael Dell and private equity firm Silver Lake.

Silpa Maruri, a partner at Quinn Emanuel Urquhart & Sullivan representing the plaintiffs, said the accord appeared to be the largest cash class-action settlement in a Delaware state court.

The disputed December 2018 transaction involved a stock swap related to Dell’s interest in software maker VMware.

Dell paid $14 billion in cash and issued 149.4 million Class C shares in exchange for outstanding Class V shares, which tracked VMware’s publicly traded stock.

Holders of the Class V shares sought $10.7 billion in damages, saying their stock was worth far more than Dell paid for it, while the Class C stock was worth far less than Michael Dell and Silver Lake claimed.

A trial had been scheduled to begin next month.

The settlement also resolves claims against Goldman Sachs Group Inc (GS.N), which advised Dell on the transaction and stood to receive a $70 million fee. Insurers may pay part of the settlement amount.

Maruri called the settlement a “great result for shareholders,” citing the risks of going to trial.

“This settlement demonstrates that the rights of minority shareholders in companies need to be respected,” she said.

Michael Dell was worth $52 billion on Tuesday, according to Forbes magazine.


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