Class Action Lawsuits Against EMC by Gilman Law

Gilman Law LLP announced that lawsuits have been filed in the U.S. District Court for the District of Massachusetts and Massachusetts state court which challenge the proposed merger whereby EMC Corporation would be acquired by Dell Inc.

The lawsuits claim that the board of directors of EMC breached its fiduciary duties to EMC shareholders by agreeing to sell the company to Dell for inadequate consideration – $24.05 in cash and 0.111 shares of a ‘tracking stock’ of VMware Inc. per share of EMC common stock.

VMware currently is 81% owned by EMC and is considered its most valuable asset.

The complaints allege, among other matters, that the EMC board failed to maximize shareholder value by spinning off EMC’s greatest asset, VMware, and has overvalued the total consideration to be received by EMC shareholders by using an outdated trading price of VMware’s stock to value the tracking stock component and not providing for a floor or range to insure the value of the total consideration to be received by EMC shareholders.

The tracking stock is expected to trade at a significant discount to VMware’s common stock due to the fewer rights to be afforded holders of the tracking stock when compared to VMware’s ordinary shareholders. Indeed, the trading price of VMware shares has declined following the merger announcement – approximately 15% – thereby reducing the overall value of the transaction to EMC shareholders by $5 billion.

The complaints further allege that the transaction is designed to shelter Dell from a multi-billion-dollar tax burden and to reward EMC insiders such as its chairman and CEO, Joseph Tucci, who will receive $27 million while retaining his ‘federation’ of companies under the EMC umbrella.