Icahn sues Dell in buyout retaliation

One day before shareholders will vote on a $24.4 billion buyout proposal, Icahn files suit alleging fault.


Billionaire Carl Icahn, Dell Inc.'s second-largest shareholder, filed a lawsuit on Thursday to try to block the company from changing the record date of shareholders who may vote.

The company's board had said it would be willing to accept new shareholders into the vote beyond the existing June 3 record date despite rejecting its chief executive's proposal to raise his bid to $13.75 per share, contigent on eliminating abstaining votes from the tally.

Icahn wants to ensure that if the record date is changed, the special vote and the annual shareholder meeting will be held on the same date. He also requests founder Dell and "affiliates" be prevented from voting any new shares of the company picked up since February 5.

The suit, filed in the U.S. state of Delaware, comes a day before Dell's special shareholder vote will be held.

Icahn alleges that the company "breached fiduciary duties" as it evaluated its proposed $24.4 billion buyout by chief executive Michael Dell and Silver Lake Partners, according to initial reports. He has offered tough words for the proposal in recent days as Dell and his partner scurry to shore up support for their sweetened proposal .