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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.


Forum reference:

Dell discloses details of 2013 strategic plan


Source: eWeek, April 17, 2015 article

What Surprises Dell Research Has in Its Five-Year Product Plan

By Chris Preimesberger  |  Posted 2015-04-17

For most of its 31-year existence, Dell was known for being a PC, server and storage maker that could build devices to individual requirements and get them shipped quickly and efficiently, and at scale. While the service model itself was innovative, Dell let other companies lead the way in innovating new versions of these devices. However, since late 2013—when the Round Rock, Texas-based company instituted its Dell Research division—that's all changed. Dell has morphed completely from a computer box maker into a full-fledged enterprise IT solutions and services vendor. CEO Michael Dell and other executives are now steering the company to be among the leaders in everything from cloud computing and big data to mobility, security and next-generation networking. Dell has steadily increased its R&D, spending more than $1 billion in each of the last few years. Jai Menon, a former longtime IBM executive, runs the new division, which is based in Santa Clara, Calif. Menon recently allowed eWEEK to see some of the new projects being developed there—things few people would have dreamed Dell one day would be doing.

What Surprises Dell Research Has in Its Five-Year Product Plan

By Chris Preimesberger

Dell Using a Hybrid Innovation Strategy

Dell Research already has a deep pool of talent and intellectual property from which to pull in researching new products and services. The company also augments its internal research with an extended external community that includes university alliances, to leverage that wealth of knowledge for the benefit of Dell's customers. With a team of industry and technical experts, Dell Research is focused on multiple R&D projects in five major areas: data and data insights; Internet of things (IoT); mobility and next-generation UX; next-generation infrastructure and cloud; and security.

Jai Menon Running the Show

Previously at Dell, Chief Research Officer Jai Menon served as chief technology officer and vice president of the Enterprise Solutions Group. Before joining Dell, Menon held various executive and research positions in a 30-year career at IBM, including IBM Fellow; VP of Technical Strategy; vice-chair of IBM Academy of Technology; VP of Architecture and Strategy, Software and Storage; and co-director of IBM's Storage Systems Institute.

Mood Sensing and Determining User Intent

Dell Research is examining the relationships between users and their devices very closely. For example, one project is exploring how to detect a user's emotional state with sensors that track bio signals such as heart rate, ECG, perspiration, etc., to then use that information to drive even more useful services and better experiences for the user. Use cases include gaming manufacturers, manufacturing or the standard office workplace.

Continuous Authentication

Dell is increasing the security of devices with continuous authentication, a process based on personal gesture metrics. If someone steals your phone, tablet or laptop, this security device will render the device useless to the thief. With this software, the device will know whether or not you, as the owner, are using it. It records a user's touch, swipe styles and other characteristics so that when someone new starts using it, it will recognize that swipes and tap patterns are different from those of the owner, and the device will shut itself off.

Seamless Mobility

For voice, smartphones now can move between the worlds of WiFi and cellular easily. They can use one or the other, and even both at the same time. However, this isn't the case for data. Dell is working on maximizing connectivity of devices without interrupting applications when moving around different environments via seamless mobility with over-the-top roaming.

Software-Based Data Centers

These are not the "software-defined" data centers that are being built all over the world. Dell's idea is not to "define" them with software running older applications; Dell is flat-out controlling even newer data centers with completely rewritten software. More and more functions that required specialized separate boxes—such as routing and switching—are becoming software and being converged into servers. Dell, not previously known for software development innovation, is working on these new software projects in several locations—mainly in what was formerly Quest Software in Aliso Viejo, Calif.

High-Velocity Cloud

Faster, smarter, better: This software project optimizes standard servers for high-performance packet processing and enables up to a 20x improvement in the capability of virtualized standard servers to handle network-intensive functions.

What Dell Is Planning This Year and Next

According to Menon, by the end of 2015, the bring-your-own-device (BYOD) phenomenon will be generally accepted by enterprises and will stop being fought by C-level and IT executives. Thus, the focus will shift to improving usage of personal devices in the workplace. This is already being productized elsewhere, and Dell is also working on it. By 2016, Menon said, the IoT will fuel an explosion of Internet-connected devices that will create both new challenges for developers and opportunities for enterprises of all types. Dell is well aware of this potential market.

Looking Out at 2017 and 2018

Menon said that by 2017, data protection will evolve beyond leakage protection and move into more proactive approaches. Also by 2017, next-generation nonvolatile memory will arrive to boost servers and storage to new levels of efficiency. Menon, whose background is in storage, is particularly interested in that development. By 2018, user interfaces will evolve to determine more about user intent (see Slide 3), and security will shift from reactive to predictive and become context-aware. Some of these capabilities are available now, but they are still in the early stages.

What We Will See in 2019 and 2020

By 2019, Menon says, cloud security will be strengthened greatly by homomorphic encryption. Homomorphic encryption is a form of encryption that allows computations to be carried out on ciphertext, thus generating an encrypted result that, when decrypted, matches the result of operations performed on the plaintext. It's complicated! By 2020, specialization via software will replace customized hardware; analytics will evolve from descriptive to predictive to prescriptive; and real-time data analytics will be seamlessly integrated into business processes.



Chris Preimesberger was named Editor-in-Chief of Features & Analysis at eWEEK in November 2011. Previously he served eWEEK as Senior Writer, covering a range of IT sectors that include data center systems, cloud computing, storage, virtualization, green IT, e-discovery and IT governance. His blog, Storage Station, is considered a go-to information source. Chris won a national Folio Award for magazine writing in November 2011 for a cover story on and CEO-founder Marc Benioff, and he has served as a judge for the SIIA Codie Awards since 2005. In previous IT journalism, Chris was a founding editor of both IT Manager's Journal and and was managing editor of Software Development magazine. His diverse resume also includes: sportswriter for the Los Angeles Daily News, covering NCAA and NBA basketball, television critic for the Palo Alto Times Tribune, and Sports Information Director at Stanford University. He has served as a correspondent for The Associated Press, covering Stanford and NCAA tournament basketball, since 1983. He has covered a number of major events, including the 1984 Democratic National Convention, a Presidential press conference at the White House in 1993, the Emmy Awards (three times), two Rose Bowls, the Fiesta Bowl, several NCAA men's and women's basketball tournaments, a Formula One Grand Prix auto race, a heavyweight boxing championship bout (Ali vs. Spinks, 1978), and the 1985 Super Bowl. A 1975 graduate of Pepperdine University in Malibu, Calif., Chris has won more than a dozen regional and national awards for his work. He and his wife, Rebecca, have four children and reside in Redwood City, Calif.Follow on Twitter: editingwhiz


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