Obtaining the Same Information as Dell’s Advisors
Request and demand for records
Shielding investors from
Independent actions of
Southeastern Asset Management
To assure the ability of public investors to fairly consider the
transaction proposed by Dell’s management, the Shareholder Forum has
asked the company to provide our valuation project’s experts with all
the information that was provided to each of the three experts they
had engaged to advise the corporation and its board’s special
committee. The request was supported by a formal “demand for records”
pursuant to a provision of the corporation law in Delaware, where Dell
is incorporated, that gives a company’s shareholders the right to see
any records “reasonably related to such person's interest as a
The letter, which includes specifications of the required records as
well as suggested provisions for confidentiality, has been posted on
the Forum’s website:
It should be noted that the letter’s reference to a five day period
for response is based on the Delaware law’s provision, and that it can
be extended by agreement. Based on past Forum experience, it may take
a week or two to define arrangements for Dell’s providing the required
information to the Forum’s designated representatives.
Shielding investors from confidentiality constraints
For participants in the Dell valuation project who are unfamiliar with
the Forum’s practices relating to records demands, investors will not
be given any non-public information that would subject them to
confidentiality obligations or raise questions about “insider” status.
Only designated Forum representatives will agree to confidentiality
and see non-public information, and the reports they prepare will be
made publicly available. Any investor will therefore be able to use
the Forum’s publicly reported information in decisions about Dell.
Independent actions of Southeastern Asset Management
Responding to questions about Southeastern Asset Management’s
involvement in this project,
they have given me permission to report that they are acting
independently of the Forum in relation to Dell.
They have not engaged in any private communications with the Forum
concerning Dell, other than the requested permission to report their
independent course, and have no access to information about the Dell
valuation project other than what is publicly available in Forum
distributions and website postings for all other investors to see.
Specifically regarding yesterday’s Forum letter to Dell, Southeastern
had no knowledge of our plans to present a demand for records other
than what has been publicly reported.
The timing of their demand for Dell’s stockholder lists was
coincidental. A demand for names and addresses of stockholders is a
routine preparation for proxy solicitation, and is unrelated to a
demand for information needed to consider investor interests.
It should also be emphasized that the Forum’s project for providing
all Dell investors with fair access to decision-making information
must be conducted without any advocacy bias, whether the advocacy
position is that of a management proponent or of an investor opponent.
An independent valuation must be, after all, independent.
GL – March 6, 2013
Chairman, The Shareholder Forum
575 Madison Avenue, New York, New York 10022