Forum Home Page see Broadridge note below]

The Shareholder Forumtm

special project of the public interest program for

Fair Investor Access

Supporting investor interests in

appraisal rights for intrinsic value realization

in the buyout of

Dell Inc.

For related issues, see programs for

Appraisal Rights Investments

Fair Investor Access

Project Status

Forum participants were encouraged to consider appraisal rights in June 2013 as a means of realizing the same long term intrinsic value that the company's founder and private equity partner sought in an opportunistic market-priced buyout, and legal research of court valuation standards was commissioned to support the required investment decisions.

The buyout transaction became effective on October 28, 2013 at an offer price of $13.75 per share, and the appraisal case was initiated on October 29, 2013, by the Forum's representative petitioner, Cavan Partners, LP. The Delaware Chancery Court issued its decision on May 31, 2016, establishing the intrinsic fair value of Dell shares at the effective date as $17.62 per share, approximately 28.1% more than the offer price, with definitive legal explanations confirming the foundations of Shareholder Forum support for appraisal rights.

Each of the Dell shareholders who chose to rely upon the Forum's support satisfied the procedural requirements to be eligible for payment of the $17.62 fair value, plus interest on that amount compounding since the effective date at 5% above the Federal Reserve discount rate.


 

 

For a printable copy of this report with its referenced letters, click here.

Forum Report: Fair Investor Access (Dell Valuation Project)

 

Relying Upon Fiduciary Duties of Dell Directors to Respect Investor Rights

As indicated in a note the morning after receiving Dell’s June 4th letter, the company’s management has switched back from its recognition of investor information requirements[1] to its earlier use of legal arguments to obstruct stockholder demands for records. My response, the text of which is copied below, leaves it up the company’s board to perform its fiduciary duties concerning management compliance with laws and respect of investor rights.

For those of you who did not review the company’s latest legal arguments when the link was provided earlier, this is the Dell legal officer’s letter:

The decision to rely upon the company’s board members to perform their fiduciary duties was based partly on the practical consideration that it is now too late to seek court enforcement of the demands, since the company issued its official proxy statement a week ago with a July 18 date for the special meeting. It is unlikely that a court order could be obtained quickly enough to produce any information in time for making decisions about voting or appraisal rights. Under the circumstances, it is more important for Forum participants, including me, to focus our attention on making effective use of the information that is available to evaluate alternatives, and also on developing support for the election of appraisal rights to make that theoretically ideal alternative more conveniently accessible.[2]

Your questions and comments will be welcomed.

GL – June 7, 2013

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

For a printable version of this letter, with its referenced copy of a June 4, 2013 letter, click here.

[Shareholder Forum letterhead]

 

June 7, 2013

 

Mr. Alex J. Mandl

Presiding Director and Chairman of the Special Committee, Board of Directors

Dell Inc.

One Dell Way

Round Rock, Texas 78682

Dear Mr. Mandl:

As you will see in the accompanying copy of a June 4 letter, Dell’s management has reverted to disputing its obligation to provide information needed by the company’s investors.

I do not wish to engage in frivolous squabbling. This requires your attention, not mine, to decide how the board should satisfy its fiduciary duties concerning these responsibilities:

  1. Company compliance with laws – It is assumed you will seek your own legal advice about the company’s position that someone who is authorized to make a statement on behalf of a stockholder cannot present the statement on his firm’s letterhead. I look forward to learning whether your committee will condone or correct this.

  2. Respect of stockholder rights to ask questions – Observing your committee’s exceptional efforts to present investors with information supporting your recommendation, and your stated plans to conduct private meetings to win investor support, it is evident that you understand the need to satisfy investor information requirements beyond what the SEC specifies for standardized disclosure reports. I will welcome your development of company practices to fairly provide all investors with the information they request, just as effectively as you provide the information you want them to have.

Please understand that I initiated my communications with you in February believing that your committee and the company’s management would welcome collaborative support of a shared interest in investor access to decision-making information. Be assured that I remain available to discuss this constructive purpose.

Sincerely yours,

  /S/

Gary Lutin,

                as Delegate

 

cc:           William D. Regner, Esquire

Ms. Janet B. Wright

 

 

This project was conducted as part of the Shareholder Forum's public interest  program for "Fair Investor Access," which is open free of charge to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The management of Dell Inc. declined the Forum's invitation to provide leadership of this project, but was encouraged to collaborate in its progress to assure cost-efficient, timely delivery of information relevant to investor decisions. As the project evolved, those information requirements were ultimately satisfied in the context of an appraisal proceeding.

Inquiries about this project and requests to be included in its distribution list may be addressed to dell@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.