Continuing Dell Resistance to Investor Information Requirements
In another disappointing round of correspondence, Dell has continued
to delay the provision of information a stockholder needs to consider
the company’s buyout proposal.
Summarizing the exchange, I sent the special committee a letter on
Thursday asking them to identify the company representatives
responsible for arranging confidentiality agreements and information
delivery processes, since nobody had followed up after the board
rejected the company’s legal theories opposing information requests.
committee’s legal counsel replied on Friday with a letter that raised
a new question of whether the committee members were assuming
executive responsibility for satisfying stockholder information
requirements, but in any event referred to the old legal arguments
that the committee itself had rejected. I responded with a brief
letter this morning asking them, again, to clarify who is responsible
for what and reminding them of the board’s duty to assure a prompt
response to legitimate investor information requirements.
Copies of the letters are available for your review:
April 25, 2013 letter from Gary Lutin, as Delegate, to Alex J. Mandl,
as Presiding Director and Chairman of the Special Committee of Dell
Inc. (1 page, 103 KB, in
April 26, 2013 letter from William D. Regner of Debevoise & Plimpton
LLP, representing the Dell Inc. special committee, to Gary Lutin
(1 page, 24 KB, in
April 29, 2013 letter from Gary Lutin to William D. Regner
(1 page, 107 KB, in
I will of course continue to welcome views and suggestions of the
legal issues as well as the investor interests being addressed.
GL – April 29, 2013
Chairman, The Shareholder Forum
575 Madison Avenue, New York, New York 10022