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.

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 article and memorandum referenced below, see


Source: Wall Street Journal | All Things Digital, September 11, 2013 article

Arik Hesseldahl

ethics statement  |   bio

Shareholders Will Probably Approve Dell’s Go-Private Plan Tomorrow

September 11, 2013 at 1:29 pm PT




Barring a significant surprise, by this time tomorrow the computing company Dell will be on its way to becoming a privately held company.

At a special meeting of shareholders to be held at the company’s headquarters in Round Rock, Texas, the votes on its leveraged buyout will be tallied up. All indications suggest that there is a sufficient majority of yes votes; Bloomberg News reported today that the vote appears to be sewn up in favor of the Dell-Silver Lake proposal.

The meeting will probably be gaveled to adjournment right after the vote’s result is read. But that won’t end the potential for further drama in this year-long buyout saga.

Even though Carl Icahn — the activist investor who fought the deal for most of the year — has bowed out of any further effort to try and wrest control of the company away from Michael Dell, that doesn’t mean the fight is entirely over.

Remember that Icahn has promised to seek appraisal rights in the the Delaware courts. He has been talking about this since mid-July. Icahn, and presumably other shareholders who agree with him, would abstain from voting on the buyout under this scenario, and then take advantage of a provision in Delaware corporate law — Dell is incorporated in that state — to ask a judge to determine exactly what the company is worth.

As the New York Times reported today, some analysis by experts in this type of case says that Icahn and his supporters have a pretty good chance of squeezing more money out of Michael Dell and Silver Lake.

The analysis comes from the law firm of Fish & Richardson in Boston, and you can read it in full here. The firm looked at 20 years’ worth of decisions in these types of cases before the Delaware Chancery Court and found that most of the time — in 37 cases out of 45 that went to trial — judges ruled that the company was worth more than the buyer was offering.

As the firm’s lawyers put it: “Indeed, opinions from the Delaware Chancery Court show that there has not been a single case during the past twenty years in which any kind of a standalone buyout, management or otherwise, was appraised at a ‘fair value’ that was less than the offer price.”

In eight of those cases, the court set a valuation that was lower than the price offered — none of these were straight buyouts, but mergers in which the target was being absorbed into another company.

This means that, given the historical patterns of the Delaware courts, there’s a pretty good chance that Icahn and other shareholders who have opposed the $13.75 a share offered will get a boost of some kind. Whether or not this will affect the prospects of completing the deal in the end is as yet unclear.

Assuming the case even makes it to trial, which it may not. Sources familiar with the thinking of people in the Dell-Silver Lake camp tell me that they are “not losing sleep” over Icahn’s maneuvering. And so far, Icahn hasn’t had much luck in the Delaware courts in regard to his efforts to scotch the Dell buyout. Last month a judge there denied his petition seeking to intervene and stop the buyout vote that is scheduled for tomorrow.


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.