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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 an article and video addressing the practice of leaking information to influence investor views, exemplified in the report below, see


Source: New York Post, May 2, 2013 article

New York Post


Dell holder weighs own $9B plan


Last Updated: 12:44 AM, May 2, 2013

Posted: 12:21 AM, May 2, 2013




The Blackstone Group has walked away from Dell Inc., but that doesn’t mean Michael Dell’s buyout offer for his PC maker will have the field to itself.

Southeastern Asset Management, Dell’s largest independent shareholder, is weighing a restructuring plan for the embattled company, The Post has learned.

While there is no guarantee the plan will be put to shareholders, Southeastern is cobbling together a proposal to counter what it considers an insufficient offer from the company’s founder, a source claiming direct knowledge of the situation said.

Michael Dell and Silver Lake Partners have offered $13.65 a share to take Dell private.

The Southeastern plan might include having Dell distribute some of its more than $9 billion in net cash to shareholders, the source said.

Southeastern Asset, which has said publicly the business is worth more than $20 a share, declined comment.

Blackstone considered making a rival offer and then backed away. Now, the PC maker is aiming for a mid-June shareholder vote.

Southeastern realizes it needs to offer a firm alternative in order to succeed in gaining enough support to defeat the Michael Dell-led offer, the source said.

A leading Dell shareholder, who did not know of the Southeastern plan, said, “I don’t think people are happy with the Dell price, but you need some viable alternative [or Dell’s bid will succeed].”

Shareholder advisory service ISS is in the early stages of doing homework on the Dell offer, and its recommendation may tilt the vote, especially with index funds.

Michael Dell has agreed not to vote his leading shareholder stake.

Longtime Dell shareholders Southeastern and T. Rowe Price, which would lose money under the Dell offer, will likely vote against the deal, sources said.

Traders who bought in near the beginning of the year when the stock was around $10 a share will likely snap up the offer.


© Copyright 2013 NYP Holdings, 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.

Inquiries about this project and requests to be included in its distribution list may be addressed to

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.