In a latest regulatory filing with the Securities and Exchange Commission (SEC), activist investor Carl Icahn and Mason Hawkins, CEO of Southeastern Asset Management, asked the special committee of the board of directors of Dell Inc. (NASDAQ:DELL), “Why Freeze out Dell Stockholders?

Carl Icahn

Icahn and Hawkins: unconscionable boards

In their letter to the special committee, Icahn and Hawkins emphasized that the ongoing “Desperate Dell Debacle” is the most startling example of “unconscionable boards” they have witnessed in their years of experience in business.

Icahn and Hawkins described the special committee of the board of Dell Inc. (NASDAQ:DELL) as “self-congratulatory champions” of the PC maker’s shareholders because it keeps reminding them that they are taking care, watching out, and protecting their interests.

The two legendary investors questioned the special committee as to why it is forcing loyal stockholders of Dell Inc. (NASDAQ:DELL) to sell the company to Michael Dell/Silver Lake at a bargain price.

Icahn and Hawkins also asked the special committee how long can it push out and change meeting dates and hide behind the business judgment rule. The legendary investors said, “The answer my friend is Blowin’ in the Wind.”

Dell’s special committee takes extraordinary measures

In addition, Icahn and Hawkins noted that the special committee said that it has “taken extraordinary measures to ensure Mr. Dell’s neutrality and to leave the final decision with the disinterested stockholders.” However, they questioned if the committee can keep its promise.

According to them, if their fellow shareholders believe that Dell Inc. (NASDAQ:DELL)’s special committee cannot keep its promise given the fact that the meeting on Thursday has been postponed, they should reject the Michael Dell/Silver Lake transaction.

Icahn and Hawkins pointed out that the agreement is a combination of a restrictive definition of superior proposal, a break-up fee of up to $450 million, and “right and friendly provisions” in favor of Michael Dell/Silver Lake, all of which serve as hindrances for any potential bidder.

They reiterated their opinion that Dell Inc. (NASDAQ:DELL) used a pattern of scare tactics, revealing increasingly negative results and prospects to gain the votes of stockholders. They emphasized that the PC maker forgot to inform shareholders about its $13 billion in investments on enterprise software that is starting to generate excellent results. They said enterprise software and cloud computing businesses of the company have great potential, based on expert opinions.

Icahn and Hawkins repeatedly asked the special committee of the board of Dell why they keep protecting Michael Dell even after stockholders expressed their positions against his bid. They are calling on the board of the company to keep its promise and let stockholders finally decide on July 24.