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Icahn sues Dell's board over Big Mike's buyout bid

'Stop Mickey D' campaign fails to halt latest offer

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Activist investor Carl Icahn and his affiliates have filed a legal complaint against Dell and its board members in his latest attempt to thwart Big Mike's efforts to regain control of the PC behemoth.

Icahn filed in Delaware's Court of Chancery on a number of counts. One of these is a request for the court to to stop Michael Dell and his partners from counting any votes from shares that were bought after they announced their bid to take the firm private.

It's likely that Icahn and his partners, Southeastern Asset Management, reckon that anyone who bought shares in Dell after the buyout offer was on the table did so because they wanted to vote for it.

The ticked-off investors are also pushing for a declaration from the board that it breached its fiduciary duties to stockholders by postponing the vote on the deal from 24 July without scheduling the firm's already late AGM, at which board members could be changed. Icahn and his affiliates want damages from Dell and the board for any losses they caused.

Getting the annual general meeting scheduled has been one of Icahn's main campaigning tactics against the buyout offer, which he and his partners view as too low. An AGM would give them the opportunity to propose their own picks for the board.

The shareholder vote on Mike's offer to take the firm private at $13.65 per share has already been postponed twice and is now scheduled for later today.

The most recent delay came when Dell (the man, rather than the firm) offered to raise the bid by 10c a share, if the voting rules were changed to allow shareholders who abstained from the vote to be discounted.

As it stands, abstained votes are counted as voting against the deal. But the firm's special board committee rejected the rule change, which had been met with outrage from major investors.

Meanwhile, Reuters reports that a buyout deal for $13.75 per share and a special dividend of 13c per share is "close", according to a familiar person. ®

The smart choice: opportunity from uncertainty

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