In 2013, Dell Inc’s board of directors approved a merger agreement. The agreement stipulated that each share of common stock would be converted into the right to receive $13.75 for each share. Shareholders dissenting against the merger have a right to appraisal. One group, consisting of 14 mutual funds sponsored by T. Rowe Price & Associates, Inc. was determined to have its appraisal rights upheld and sued Dell’s board of directors. Dell in turn filed a counterclaim alleging that the T. Rowe appraisal petitioners did not meet the Dissenter Requirement to have their appraisal petition fulfilled. While the T. Rowe petitioners had invested in Dell stock, they did not directly own it. They were beneficial owners of the common stock which was held through State Street Bank & Trust Company. To make matters more complicated, State Street did not hold the legal title. Instead, the Depository Trust Company of which State Street was part of, held Dell shares in the name of the T. Rowe petitioners’ nominee, Cede & Co. Cede & Co. had the legal right to vote on the merger as it held legal title to the shares. At the same time, Cede & Co. was still required to vote the T. Rowe petitioner’s shares in accordance to their will. In order to legally do so, Cede & Co. transferred its voting rights to State Street, who outsourced the obligation to Broadridge Financial Systems. Broadridge was tasked with the collection and implementation of voting instructions from the T. Rowe petitioners. Due to a glitch in the system, the T. Rowe petitioner’s shares were used to vote in favor of the merger against their wishes. What is the Dissenter Requirement? Do you think the T. Rowe petitioners fulfilled this requirement? How did the Court of Chancery decide? Make an argument against its decision.