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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.

Note: On December 14, 2017, the Delaware Supreme Court reversed and remanded the decision above, encouraging reliance upon market pricing of the transaction as a determination of "fair value." The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for the realization of intrinsic value in opportunistically priced but carefully negotiated buyouts.



For the Friday evening press release issued by the media advisor to Dell's special committee, addressed below in a Bloomberg video commentary and Wall Street Journal report of Icahn's reaction, see


Sources: Bloomberg, April 5, 2013 video and The Wall Street Journal, April 5, 2013 article

Dell Willing to Repay Icahn If Conditions Accepted

April 5 (Bloomberg) -- Dell Inc. said it’s willing to reimburse billionaire Carl Icahn for expenses he incurs in the process of bidding for the computer maker. Emily Chang and Jon Erlichman comment on Bloomberg Television's "Bloomberg West." (Source: Bloomberg)


TECHNOLOGY  |  Updated April 5, 2013, 9:23 p.m. ET

Icahn Says Proxy Fight Remains Possible for Dell


Carl Icahn said he is still considering a proxy fight to force Dell Inc. to pay a large dividend, even as a board committee asked him to waive that right and make a formal bid to buy the company.

The special committee of the computer maker Friday night released a letter it sent the billionaire activist investor raising concerns about his threats to keep the board's directors in "years of litigation" and launch a proxy fight.

Mr. Icahn, the letter says, has requested to be reimbursed the cost of doing due diligence on Dell, a condition that bidding groups led by Silver Lake Partners and Blackstone Group LP have both been afforded. Those two will be paid up to $25 million for their expenses, according to filings.

But the Dell committee is balking at Mr. Icahn's request for the same treatment because of his previous threats, saying it will reimburse him the funds only if he "will commit contractually to work within our process." That would include dropping the threat and the right to "subvert" the ongoing sales process with a proxy fight or litigation, the committee wrote.

Mr. Icahn, who holds 4.6% of Dell, said in an interview he is still exploring an earlier proposal that called for a dividend instead of a buyout, which would require a proxy fight, even as he's made a preliminary bid to buy up to 58% of the company.

"How does using up corporate funds to pay me to walk away from an offer that the board doesn't like, but that shareholders may, help other shareholders," Mr. Icahn said. "No matter how much they are willing to pay to reimburse me I'm not going to give up the right to put in a bid that I think will be compelling to shareholders, even if the board doesn't like it."

But while Mr. Icahn is undergoing due diligence, he has yet to engage in talks with Michael Dell, people familiar with the matter have said. Blackstone, meanwhile, has had several meetings with the founder and CEO during its due diligence, other people have said.

Mr. Icahn and Blackstone both submitted preliminary proposals during that go-shop period that the special committee has said could be considered superior to the Silver Lake offer. Blackstone offered at least $14.25 a share to buy all of Dell, though it will allow a certain number of shareholders to continue to hold shares if the holders want to. Mr. Icahn later said he would also consider working with Blackstone on their deal.

It remains unclear if Mr. Dell and Blackstone will come to an agreement and it also is unclear if Blackstone or Mr. Icahn will provide a formal offer that the special committee believes is better than the agreed-upon deal. The due diligence for Blackstone and Mr. Icahn is expected to take several weeks.

Write to David Benoit at

A version of this article appeared April 6, 2013, on page B4 in the U.S. edition of The Wall Street Journal, with the headline: Icahn Says Proxy Fight Remains Possible for Dell.

Copyright ©2013 Dow Jones & Company, Inc. All Rights Reserved


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.

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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.