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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.



Requirements for reserving the rights to appraisal referenced below had been addressed in the September 6, 2013 Forum Report: Reserving Value Realization Alternatives Before the Dell Vote. For copies of the letter to shareholders reported in the article and a related announcement, see


Source: The Wall Street Journal MoneyBeat, September 9, 2013 article



9:46 am
Sep 9, 2013


Icahn Ends Dell Fight: ‘It Would Be Almost Impossible to Win the Battle’



Carl Icahn is throwing in the towel on the Dell Inc. fight.


In a letter to Dell shareholders, the activist investor maintained that he believes the buyout of the computer company “greatly undervalues” the company but “we have determined that it would be almost impossible to win the battle.”

Shareholders are scheduled to vote on the buyout by Michael Dell and Silver Lake on Thursday after months of wrangling with the Mr. Icahn and other shareholders, including multiple delays of the vote. Mr. Icahn said he decided to end his fight after a ruling from Delaware Chancellor Leo Strine, which said the board and company had run a fair process

“Michael Dell/Silver Lake waged a hard fought battle and according to Chancellor Strine, the actions by Dell were within the Delaware law,” Mr. Icahn wrote Monday. “We therefore congratulate Michael Dell and I intend to call him to wish him good luck (he may need it).”

While saying he was “saddened” by the result, Mr. Icahn took solace in forcing Mr. Dell and Silver Lake to boost their “best and final” offer. He also said he would continue a process known as “appraisal rights” whereby he is seeking a judge to rule on what the fair value of the company was, which could pay him more, or possibly less, further down the line.

In August, Mr. Dell and Silver Lake agreed to pay $13.75 a share, up 10 cents from the initially agreed upon deal, and pay shareholders an 8-cent special dividend along with guaranteeing the third-quarter divided. In exchange, the board agreed to change the voting rules in a way that all but assured the deal to pass.

Still, the septuagenarian didn’t go out without throwing a few punches, reserving his shots for the Dell board, which he has been critical of the entire time. Monday he was particularly critical of the board’s delaying the vote three times when it looked likely to lose the buyout vote.

“We jokingly ask, ‘What’s the difference between Dell and a dictatorship?’” Mr. Icahn wrote. “The answer: Most functioning dictatorships only need to postpone the vote once to win.”

A spokesman for didn’t immediately respond to a call seeking comment.


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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