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.


Forum distribution:

Long term investor describes benefits of shedding short-term investors


For videos of similar statements by Dell's buyer, see


Source: The Dallas Morning News, December 15, 2013 interview


Michael Dell: After buyout, ‘we’re all done with whiners’

Ben Sklar/The New York Times

Michael Dell, the founder and CEO of Dell Inc., said that after taking the company private, the computer maker has the resources to expand its $57 billion business and the freedom to make decisions quickly


From Wire Reports

Published: 15 December 2013 09:03 PM

Updated: 15 December 2013 09:03 PM

AUSTIN — Michael Dell is buoyant these days.

After a marathon campaign to buy the company he founded and take it private, Dell won approval from shareholders in September and completed the $25 billion deal in October.

Dell Inc., which had grown to one of the biggest computer makers in the world during 25 years as a public company, is now privately held. Michael Dell, the 48-year-old company founder and CEO, owns about three-quarters of the company and his investment ally, Silver Lake Partners, owns the rest.

The result, Michael Dell says, is a company that has plenty of resources to expand its $57 billion business and the freedom to move quickly without second guessing from stock analysts and investors.

“We’re excited; we’re energized,” he said. “We’re kind of at the start of a great new journey and we have our destiny in our control. We have incredible people. We have great assets. We have a strong brand and we have tremendous opportunity and we couldn’t be more thrilled.”

Dell talked about his outlook for the company in an exclusive interview with the Austin American-Statesman at Dell Inc.’s Round Rock headquarters.

How do you think your job changes with Dell as a private company?

A lot more fun.

Tell us why.

When you are a public company, you have this 89-day shot clock. You have a lot of hands on the steering wheel [saying]: “Let’s go this way. No, let’s go this way. We think you should do that. Oh, you shouldn’t have bought that. Don’t do this.” So there are legions of whiners, and we’re all done with whiners. [There is] a lot of second-guessing and we don’t have that anymore.

Your schedule is probably changed?

Our focus can change a bit to be more thinking about a year, two years, five years, 10 years and that provides great opportunities. We have a number of great businesses we can invest in. We’ll spend $1.3 billion in R&D [next year]. We’ve got tens of thousands of people around the world developing new products and technologies. We’ll file a record number of patents this year, many more than any year in the history of the company. We have 6,000 patents issued and applied for. And it gives us a real opportunity to think about our business in a longer-term perspective.

Can you give us any sense of what some of the possibilities for changes at Dell Inc. might be over the next year?

For 30 years, we have kind of been about understanding the customer and helping them apply IT [information technology] in a way that helps move their business forward. Of course, that has changed a lot, from 30 years ago, to 20 years ago, to 10 years ago. Now of course there’s all sorts of things going on in the industry, whether it’s cloud [computing], big data, social, mobile, all those topical things that are occurring, and we’re very focused on those kinds of areas and we’re seeing a number of interesting growth factors.

One is clearly the small and medium-size business [customers] being able to take advantage of IT that previously only large companies could get at. And Dell’s always been kind of right at the center of that. And so making IT more affordable for the tens of millions of small and medium-size businesses out there, that’s a big part of what we do. Helping customers move to the cloud, whether it’s a private cloud, public cloud, combinations therein, that’s a big opportunity that is going on.

In May, it seemed as though Dell signaled a shift in its strategy for cloud computing. Can you explain that?

What we’re really doing is helping our customers adopt the technology that is relevant and important to them. So if a customer wants to go to the cloud, we want to help them do it. And it turns out that you have various challenges in doing that. You have to integrate older applications with newer applications and sometimes they’re on [the premises], they’re in the cloud, you have to secure things, you have to manage, you have to budget-provision. So there’s a lot of things that have to happen to have this work well, so we’re building solutions to help customers do that.

The plan looks like Dell is doubling down on client computing, not pulling back from PCs and tablets, but pushing ahead aggressively. What is the rationale there?

You asked earlier about the cloud. So if you have a cloud, what do you access your cloud from? The obituary of the PC has been written tens of times and there’s still a significant market. It’s definitely evolving. Clearly you have growth in tablets; our business in tablets, from first quarter, second quarter, just growing tremendously. This quarter again, massive growth in tablets. The other thing we see is this move to virtual client. Everyone knows about virtual server, but there’s a virtual client, sometimes called cloud client, and so your PC is in the cloud basically, and you access it with any kind of mobile device or thin client. And then, if you go into businesses today, you still see enormous amounts of productivity — work being done on all varieties of desktops, workstations, notebooks, etc.

Going back to the private company experience, obviously you’re not compelled to release financial figures at this point, but will you even consider publicly saying where your business is at or not?

The debt holders get information and that’s available to them and that hasn’t been a problem. Revenue to date for the company has been about $780 billion, so there’s your information. What more do you need to know?

Somebody will want to know at the end of next year how you are doing.

It’ll be a lot more than $780 billion.

Different analysts have theorized about this transformation of the company, and some are saying Dell’s got three to five years to turn something around and if they win, they’ll probably be public again. Others say it might be longer. Do you have a timetable for how long this takes?

I think there’s an interesting precursor question. Let’s remember that in the last five years, we built a whole new part of Dell in software services, data center, security, systems management, that grew from 10 billion to 21 billion, so, hey, that’s pretty good. And so we’d like to double that again. But we certainly don’t have to go public to do that. In fact, as a private company, we can do that faster. But we already did that, so I guess I think the premise of the question may be wrong.

People say at some point your debt holders and financial partners may say, “OK, where is the exit?” Is that a fair assumption or not?

The company has strong cash flow, and so our cash flow and balance sheet are in a very good position, so in terms of servicing our debt, that’s very straightforward. We can do whatever we want.

So just keep on doing it and push it maybe even faster?

Yeah, I think we go faster. It’s easier, more fun, and great to be a private company.

Kirk Ladendorf,

Austin American-Statesman

©2013, The Dallas Morning News 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.