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Participation in Planning for Dell Appraisal Rights
Specifying your private label
investment product
Encouraging investor designation of
trusted legal advisor – now, not later
Now that the Dell buyout has been formally approved, we are proceeding
with the final definition of organizational plans for the Dell
Valuation Trust. Anyone with an interest in Dell appraisal rights is
welcomed to tell us what you think should be accommodated.
Specifying your private label investment product
The basic plan for the Trust was designed to support each
participating investor’s independent control of efficiently managed
interests in appraisal rights, following the industrial model of a
private label manufacturer. According to that example, the Trust will
process the appraisal rights raw material to make usable investment
products that are customized to suit a variety of fund manager
performance requirements. But we need to get specifications of those
requirements in time to set up the production process.
Some of you have been working with us to define your performance
requirements, and we can guess at others. If you want to be sure we
know what you need, particularly relating to the nature and timing of
liquidity, next week is the time to tell us.
Encouraging investor designation of trusted legal advisor – now, not
later
Investors who want to be represented in the Trust’s appraisal process
by their own legal advisor should initiate the arrangements within the
next few days. If you rely upon the lawyer’s guidance, the Trust and
all its participants will benefit from getting that person’s advice on
organization plans and legal strategies now, before the merger
effective date when the proceedings move forward. Getting that advice
after the course is set will not be constructive.
To encourage this valuable participation in the planning process, the
Trust will make the following provisions for attorneys representing
participants in the Forum’s program for appraisal rights investments,
or other qualified Dell investors, who have requested certification of
eligibility for Trust management of their appraisal rights[1]
by the end of this month:
1.
The attorney may serve as co-counsel in the appraisal proceeding, and
may appear representing either the Trust or the attorney’s investor
client if the investor wishes to be identified as a petitioner. (Trust
management allows a holder of appraisal rights the choice between
being a named petitioner or being unidentified.)
2. Alternatively, the attorney can choose to serve as the investor’s
designee on the Review Panel[2]
to confer with counsel responsible for the appraisal proceeding and
provide public reports relevant to investor interests.
3.
In consideration of either form of support, the Trust will give the
attorney a portion of the incremental value realization for the
client’s appraisal rights, based on a percentage that will be equal
for all co-counsel.
We will of course continue to welcome investor proposals of legal
representatives for the Review Panel or for Trust co-counsel
relationships after the end of this month, but the provision for Trust
compensation will no longer be justified.
The deadline for participation in the planning process is a necessity
of orderly progress. It is assumed that investors and lawyers who
appreciate the benefits of helping to guide the Trust will also
understand the value of timely attention to its organizational
planning.
GL – September 20, 2013
Gary Lutin
Chairman, The Shareholder Forum
575 Madison Avenue, New York, New York 10022
Tel: 212-605-0335
Email:
gl@shareholderforum.com
[2] Current plans for the Forum-supported “Review Panel” of
investor-selected legal and valuation experts are summarized in the “Refinements
of investor support requirements” section of the
August 23, 2013 Forum Report: Choosing Fair Value over Auction Price
for Dell. A charter of the Panel can be made available upon
request. |