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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.



For insider views of Dell’s intrinsic value consistent with the “fired up” about “good investment” views of the buyer’s objective professionals reported below, see


Source: The Wall Street Journal | Private Equity Beat, September 27, 2013 article


WSJ Blogs

Private Equity Beat

Trends and insight from Dow Jones LBO Wire and Private Equity Analyst

September 27, 2013, 12:27 PM

Silver Lake Focuses on ‘Second or Third Derivatives’ of Tech Trends

Silver Lake, the buyout shop that is poised to take Dell Inc. private, isn’t necessarily looking to invest in the next big thing in technology.

Instead, the Menlo Park, Calif., firm is focusing on the “second or third derivatives” of major trends in the industry, said Managing Director Mike Bingle, speaking Friday during the Dow Jones Private Equity Analyst Conference in New York.

Mr. Bingle said on the outset of the interview that he is restricted in his comments about Dell. He did say, however, that “we’re fired up” about the transaction. “It’s going to be a good investment for us,” he predicted.

The executive, one of Silver Lake’s “four amigos” or four managing directors including the lead Dell deal partner Egon Durban, said the firm naturally keeps a close tab on all major tech trends such as cloud-computing, mobile, social media and big data. But the firm in general stays away from investing directly in companies on the front lines of those trends.

“For a firm of our scale, it’s very difficult for us to invest in a pure-play cloud-computing company,” said Mr. Bingle. “[Instead,] we focus on the second and third derivatives of the trends.”

He cited Seagate TechnologySTX PLC, a disc drive company Silver Lake invested in 1999, as an example. At the time, the Internet resolution was in full swing, but instead of investing in a company directly related to the Internet, the technology-focused firm made a bet on Seagate, predicting that demand for data storage would rise given the cyber traffic, he said.

Silver Lake focuses on “microtrends that we can understand and are able to influence,” Mr. Bingle added.

Write to Shasha Dai at

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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