Activist investor Carl Icahn has filed a motion against Dell
Inc. (DELL) and its board to prevent the PC-maker from setting a
new record date for a special meeting on the future of the
company.
In the complaint filed in the Court of Chancery of Delaware, Mr.
Icahn said that if Dell is permitted to set a new date for a
meeting to vote on whether it should be taken private, it must be
held on the same record date and at the same time as the annual
meeting.
Mr. Icahn is also looking to prevent founder Michael Dell and
his affiliates from voting any Dell shares acquired since Feb. 5
and to obtain a declaration that the board breached its fiduciary
duties to the stockholders by adjourning the special meeting on
July 24 without also scheduling an annual meeting at the same
time.
The complaint seeks to stop the company from changing the
stockholder voting requirements in the merger. Mr. Icahn is also
seeking damages from Dell and its directors for any losses caused
by the company or its board.
The move is just one more salvo in what has become a protracted
struggle between Mr. Icahn on the one hand and private-equity firm
Silver Lake and Mr. Dell on the other.
It comes after Dell's special board committee rejected a request
from Mr. Dell to change the voting rules on his buyout offer,
declining to change voting rules that count abstentions as "No"
votes, as Mr. Dell and Silver Lake, requested last week. But the
committee offered to change the "record date" governing which
shareholders can vote in exchange for the buyout group's earlier
proposed 10-cent per-share bump.
A change in the record date would be designed to boost the
number of shareholders likely to vote by including more-recent
shareholders. The buyout group has in the past suggested changing
the record date in conjunction with its request to change the
voting rules. Some in the buyout group felt some shareholders who
had sold shares in recent weeks hadn't then bothered to vote ahead
of the prior deadlines.
The record date is currently June 3, meaning shareholders as of
that date can vote.
Since the computer maker announced a $13.65-per-share deal in
early February, it has faced resistance from activist investors as
well as typically more pliant shareholders.
Shares of Dell were up 1.7% to $12.88 in recent trading. The
stock has risen 27% so far this year.
Write to Saabira Chaudhuri at saabira.chaudhuri@wsj.com
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