Are boards ultimately responsible to shareholders? And, if so, which ones?
FORTUNE — Carl Icahn announced this morning that he has entered into a confidentiality agreement with Dell DELL , which means he gets to play around in the data room with the The Blackstone Group BX and other potential bidders. The company’s special committee already told Icahn that if he wanted the company he should just make a bid — rather than agitating for a special dividend — so perhaps that’s what he’s considering.
I wrote about the special dividend proposal on Friday, from the (theoretical) point of view of Dell’s board. That prompted an insightful email from a public company director (not at Dell) who prefers to remain anonymous:
I’ve been pondering that one all weekend, and remain flummoxed. My bias is that the responsibility is to current shareholders, but that obviously has its limits. For example, the best thing for current Dell shareholders may be company liquidation. And the limits work both ways, since the best thing for long-term shareholders would be for Dell’s current value to sink to $0.01 per share (so long as they can buy at that price, and then ride the stock back up).
So I reached out to Eleanor Bloxham, CEO of The Value Alliance, for her thoughts on this general subject. Her reply:
This need to navigate the needs of all stakeholders also was discussed recently by Ira Millstein in the The NY Times.
As for Dell, I get the sense that its special committee simply wants to get the best price it can right now and then bring it to a shareholder vote. If that price comes from Michael Dell and a private equity firm, so be it. If not, that’s okay by them too. That all seems to be valuing current shareholders above all else, assuming the special committee is correct that the special dividend could cause the company’s share price to call below $4.65 per share (which is a legitimate fear, particularly if Michael Dell were to quit).
But, in general, I’m interested in your thoughts. What interests should the board be putting above all others, and how does it split the various differences? Is there any way to get it “right?”
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