/// With a Month to Go Before Dell’s Buyout Vote, Eyes on Proxy Advisory Firms

June 16, 2013  |  All Things Digital


The proxy vote over the $24.4 billion plan to take the struggling Dell computer company private is now only 32 days away. Set for July 18, it may yet be close, or it may not. Much of that will be determined by whether the activist investor Carl Icahn walks away from the proxy fight he started as he has been reported to be considering. But another key step in that process is fast approaching. The two major proxy firms, Institutional Shareholder Services and Glass Lewis, have yet to weigh in on the proposal by CEO Michael Dell and the private equity firm Silver Lake Partners. The opinions of those firms will carry a lot of weight among certain institutional shareholders. A recommendation against the buyout by either firm — ISS in particular — could sway enough shareholders that its approval might be in doubt. As yet, neither firm has given any indication as to its opinion of the deal. CNBC reported Friday that meetings between representatives for Dell and Silver Lake and the proxy firms had not yet taken place. The proxy firm recommendations matter in part because of the way the proxy vote will be structured. Under terms of the buyout process established by a special committee of Dell’s board of directors, neither Michael Dell nor any of his affiliates that control a combined 15 percent and change of the outstanding shares can cast a vote. That means a majority of slightly more than 42 percent have to vote in favor. Those against the deal so far include Icahn and Southeastern, which control a combined 12.53 percent of the company’s shares. Others that have previously expressed opposition to the deal include fund manager T

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With a Month to Go Before Dell’s Buyout Vote, Eyes on Proxy Advisory Firms


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