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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.



The following video presents an interview of the reporter who wrote the article below.



Carl Icahn Buys 4 Million Dell Shares

Carl Icahn bought four million more shares of Dell last week, according to a securities filing, upping his stake slightly in an ongoing fight against the technology company's buyout. David Benoit joins the News Hub with details. Photo: AP.

8/6/2013 9:18:27 AM3:12



Source: The Wall Street Journal, August 5, 2013 article


TECHNOLOGY  |  Updated August 5, 2013, 7:34 p.m. ET

Carl Icahn Buys 4 Million Dell Shares

Vocal Detractor of Company Buyout Now Owns 8.9%




Carl Icahn bought four million more shares of Dell Inc. last week, according to a securities filing, upping his stake slightly in an ongoing fight against the technology company's buyout.

Mr. Icahn now holds 156.5 million shares, or 8.9% of the company, boosting his stake from 8.7%. He is the largest shareholder after founder and Chief Executive Michael Dell. The two are locked in a battle over the future of the company, as Mr. Icahn has pitted himself against Mr. Dell's plan to take his company private.

Last week, the company and Mr. Dell, along with his deal partners at private-equity firm Silver Lake, agreed to delay a vote on the pending buyout as the investor group boosted its bid.


Carl Icahn



The group agreed to pay $13.75 a share, 10 cents more per share than the original deal, added a special dividend of 13 cents a share and guaranteed the regular eight-cent quarterly dividend would be paid.

Mr. Icahn has led the charge of shareholders attempting to scuttle the buyout; he has proposed his own plan, which would see the company use debt to repurchase a majority of shares and leave some of the company public.

As part of the delay, the company last week pushed until Aug. 13 the so-called record date that determines which shareholders can vote. That change effectively made it open season for investors to buy shares that will now be able to vote in the deal.

According to Mr. Icahn's filing, he bought the shares on Thursday, the day before the announcement of the increased bid and the same day he filed a lawsuit seeking to have any delay in the vote blocked.

Mr. Icahn earlier this year agreed to keep his stake in Dell below 10%. His lawsuit has also sought to block Mr. Dell from buying more shares, citing the fact that Mr. Icahn had a standstill on purchases.

Mr. Icahn is already in position to benefit from the share purchases. He bought the shares at an average price of $12.94, the filing says, meaning he would be up about $3 million as of Monday's close on last week's purchase.

Dell shares on Monday closed unchanged at $13.68 per share, making Mr. Icahn's stake worth about $2.14 billion.

A representative of the special board committee that negotiated the deal for Dell wasn't immediately available for comment, nor was Mr. Icahn.

On Friday, Mr. Icahn said "an increase of a mere 13 cents is an insult to shareholders" and he said the special committee "is improperly putting its thumb on the scales in favor of Mr. Dell's offer.

Write to David Benoit at

A version of this article appeared August 6, 2013, on page B2 in the U.S. edition of The Wall Street Journal, with the headline: Icahn Lifts Stake In Dell to 8.9%.

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.

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.