Oddly enough, one of the firms suing Dell, T. Rowe Price, was deemed to be ineligible to receive a payment because — through a series of technical mistakes — it voted in favor of the transaction. (A shareholder has to vote against the deal to be eligible for a payout.) On Monday, T. Rowe Price said it would make its investors who held Dell shares whole, paying out a total of $194 million.

The rules around Delaware’s appraisal rights of “fair value” are aimed at helping long-term shareholders protect themselves in instances of self-dealing or other chicanery. In recent years, however, using the courts to negotiate “fair value” has become a full-time industry for investment funds and lawyers looking for a quick score.

Wei Jiang, a professor at Columbia Business School, recently noted in a study that Vice Chancellor Sam Glasscock III in Delaware had commented in one case that the shareholders bringing the lawsuit were “arbitrageurs who bought, not into an ongoing concern, but instead into this lawsuit.” Ms. Jiang wrote that “the number of appraisal petitions has increased from a trickle of cases in the early 2000s to over 20 a year in recent years, or close to one-quarter of all transactions where appraisal is possible.”

What’s so peculiar about the Dell decision is that the judge found no chicanery and still didn’t think the price was fair, explaining that it was possible a board’s actions “might pass muster for purposes of a breach of fiduciary claim and yet still generate a sub-optimal process for purposes of an appraisal.”

That’s not to say that Dell’s buyout was a model of perfection; no buyout in which the founder is trying to buy shares from the public will ever be conflict-free. Management always has the distinct advantage, and its decision to pursue a deal often makes it harder to attract competing offers. In its ruling, the Chancery cited a column I wrote about this very issue in the Dell case.

At the same time, Mr. Dell appears to have genuinely tried to make the playing field even for bidders: He spent more time with the Blackstone Group, which ultimately dropped its bid, than with the winning group he led. And the judge said as much in his decision.

All of this raises serious questions for dealmakers and public shareholders: What’s the appropriate way to determine a takeover price? And if the highest bid is not deemed “fair” — assuming the auction is run competently — what is?