This section contains the nature of the case and procedural background.

Dell, Inc. was taken private through a leveraged buyout. Mr. Dell and Silver Lake controlled the successor company, Dell Technologies, Inc. Dell Technologies set its sights on EMC Corporation, a publicly traded data-storage firm that held an 81.9% equity stake in VMWare, also publicly traded. Dell Technologies ended up acquiring EMC with a combination of cash and newly authorized Class V Dell Technologies stock. Shares of Class V stock traded publicly. After the acquisition, it was thought that the Class V shares would trade at little to no discount to the trading price of VMWare's common stock. Dell Technologies and EMC completed the $67 billion transaction. Each share of EMC common stock converted into the right to receive $24.05 in cash and 0.11146 of a Class V share.The Class V shares traded at a 30-50% discount to VMware's publicly traded stock. This was because Dell Technologies held an option to force a conversion of the Class V shares into Class C shares through an opaque formula that could be applied subjectively. Dell Technologies was greedy and saw an opportunity to capture the value of the Class V stock discount by consolidating its VMWare ownership. Dell Technologies retained The Goldman Sachs Group, Inc. to advise them on the consolidation. P claims Goldman advised Dell Technologies that the Class V market discount could be widened further by creating market uncertainty about whether the company would force a conversion of the Class V stock. Dell Technologies took the advice and announced it was considering an IPO of its Class C stock. The soon-to-be former Class V stockholders (Ps) alleged that the Class V stock discount increased to over 45%. Dell Technologies' board formed a special committee to negotiate the redemption of the Class V stock. Dell Technologies and its advisors were alleged to have pressured the committee by making clear that they would consider alternatives to a negotiated redemption. The committee and Dell Technologies eventually arrived at a deal that valued the Class V stock at $109 109per share - a 32.7% discount to VMWare's trading price. Stockholders objected, and Dell abandoned the committee process. Instead, it entered into non-disclosure agreements and negotiated separately with six investment funds that held a large block of Class V stock. In exchange for their Class V stock, Dell Technologies agreed to offer the funds the option to receive (i) shares of newly issued Class C common stock valued at $120 per share; or (ii) $120 per share in cash, with the aggregate amount of cash capped at $14 billion. The deal valued the Class V stock at $23.9 billion. Dell informed the committee of the negotiated redemption terms. The committee approved the same terms for the remaining Class V stockholders after meeting for an hour. Sixty-one percent of the unaffiliated Class V stockholders voted to approve the redemption. Ps filed putative class actions. Ps brought direct claims for breach of fiduciary duty against Mr. Dell, Silver Lake, and other Dell Technologies directors and sought damages for the unfair redemption of Class V stock. For the next two and a half years, Ps pursued the case through discovery. The parties stipulated to class certification, which was approved by the court. The trial would involve testimony from fourteen fact witnesses and three expert witnesses. The parties listed 2,887 joint trial exhibits. The mediator proposed a settlement of $1 billion in cash, which both sides accepted, subject to court approval. The Class V stockholders were notified of the proposed settlement. No one objected. Class counsel sought 28.5% of the $1 billion settlement as a fee and expenses, translating into a $285 million fee award. Pentwater Capital Management L.P. filed an objection. Seven other investment funds joined the fee objection. All told, the objectors owned about 24% of the class. Pentwater claimed the fee was disproportionate to the value of the settlement. The objectors urged the court to apply a declining percentage to the fee award, which is similar to the approach used by federal courts in large federal securities law settlements. The declining percentage method reduces the percentage of the fee awarded to counsel as the size of the recovery increases. According to Pentwater, fee awards 'are meant to reasonably incentivize the attorneys taking these cases,' and, in its view, 'the amount of work, time, and effort spent on a case does not grow proportionately with the transaction size.' The Court of Chancery awarded counsel 26.67% of the settlement, or $266.7 million. When the court considers a fee application, the court should review: (1) the results achieved; (2) the time and effort of counsel; (3) the relative complexities of the litigation; (4) any contingency factor; and (5) the standing and ability of counsel involved. The court held that the results achieved are the primary factor for consideration. The hours worked should also be used 'as a cross-check to guard against windfall awards. The court observed that, when the benefit is quantifiable and the litigation settles in the late stage of the litigation but before trial, the resulting fee award is usually 25-30% of the settlement. P's counsel was the sole cause of the benefit. he declining percentage approach is used often in federal securities law cases, where settlements of $1 billion or more typically see fee awards around 10-12% regardless of the stage of proceedings. The court declined to adopt a declining percentage approach because it did not align with Delaware precedent. The declining-percentage approach was a covert return to the lodestar method, which this Court considered and rejected in Sugarland. It also noted that Delaware M&A litigation centers on fiduciary duties and corporate governance, with settlements that might not always involve substantial financial awards. The court criticized the objectors for advocating for a reduced fee percentage when, as fund managers, they agreed that they do not use similar arrangements in their risk-based business. The court also refused to credit the objectors' argument that the settlement did not confer a substantial benefit on the class, even though it was the second-largest recovery ever achieved in Delaware. It held that when adjusted for risk, the common fund was an exceptional result for the class. The court determined that the Americas Mining case precedent favored a 'stage of case' approach and not a declining percentage approach, and that none of the evidence presented by the objectors should lead the court to apply a declining percentage approach in this case. According to the court, Counsel worked on a fully contingent basis and expended 53,000 hours litigating the case. Counsel faced nearly 100 attorneys from prestigious firms, addressed complex legal and factual issues, and were of good standing in the legal community. Pentwater appealed.

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