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Court throws out Icahn's demand to stall Dell shareholder vote

Judge refuses 'to be dragged into a tactical game'

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Carl Icahn's quest to delay the shareholder vote on the future of Dell has been knocked back by a Delaware judge, who said there was no evidence that the company was acting improperly.

"This court is not going to be dragged into a tactical game," Chancery Court Judge Leo Strine ruled on Friday. The Dell board had "acted in good faith," he ruled, Bloomberg reports.

Icahn and his takeover team have sought to force Dell to hold the shareholder vote (scheduled for Sept 12) at the same time as the annual general meeting for Dell, which is due in October. The suit accused the Dell board of using "the corporate machinery to rig the election," and protested that Dell's offer to take the company private was less valuable than Icahn's plans.

Judge Strine said that the board had extracted an increased offer from Michael Dell and his partners for the company. He also noted that there were some holes in Icahn's offer, saying that the investor had promised "a nifty cool chief executive officer" but "he hasn't said who that CEO is."

This may be so, but judging from documents filed on Friday by the SEC, Icahn might well see himself taking the top job at the struggling computer firm. The filing lists 12 men (apparently he couldn't find a qualified female candidate) whom Icahn and his supporters want to replace the current Dell board.

Along with Icahn, the document puts forward Jonathan Christodoro (one of the managing directors at Icahn Capital), the current CIO of New York City Rahul Merchant, president of big-data startup FusionOps Gary Mayers, and formed executive director at the CIA and investment banker A.B. Krongard.

The vote for the directorships will be held at the October general meeting, but one suspects the shareholder vote might derail Icahn's attempts to stuff the board with his cronies. So far it looks like Michael Dell will be successful at taking his old company private again, particularly since one of Icahn's backers sold off half their shares last week.

"As a result of today's court ruling, we remain on course for a Sept. 12 shareholder vote on the pending buyout transaction," said Dell company spokesman David Frink. ®

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