M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Monday, September 9, 2013

Dell battle over

Although the vote is not until September 12, Icahn threw in the towel today.  From his letter to stockholders:

One of the great strengths of our country is that we abide by the rule of law.  However, state laws dealing with corporate governance often favor incumbent corporate boards and management and are weak in many areas.  While we must abide by these laws, we believe that they can and must be changed.  Among many other things, boards should not be able to treat elections as totalitarian dictatorships do; where if they lose, they simply ignore the results.
The Dell board, like so many boards in this country, reminds me of Clark Gable’s last words in “Gone with the Wind,” they simply “don’t give a damn.” If you are incensed by the actions of the Dell Board as much as I am, I hope you will choose to follow me on Twitter where from time to time I give my investment insights.  I also intend to point out what I consider to be unconscionable actions by boards and discuss what remedies shareholders may take to change the situation...

 Well...okay then. What happened to the appraisal threat?  I guess that's not going to happen, either?



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Icahn's letter does mention that "we ...will move to seek appraisal rights". So maybe he's not quite finished yet.

Posted by: Errol Danziger | Sep 10, 2013 12:32:52 AM

Yes, thanks. Caught that. Moving too quickly early in the morning. I suppose the real question is whether he takes his approximately $70 million in profits and moves on or if he hangs around. We'll see in 60+ days or so.

Posted by: bjmq | Sep 11, 2013 4:47:42 AM

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