Michael Dell’s motive: Why can’t it be love?

Aug 16, 2013

Dan Primack was a senior editor at Fortune from 2010 to 2016. He was also the author of Term Sheet, Fortune's daily newsletter about deals and dealmakers.

FORTUNE -- Ever since Michael Dell first offered to take Dell Inc. (dell) private, certain people have come out in knee-jerk opposition. "He must know something the rest of us don't," they argue, leading to accusations that Dell is trying to "steal" the company he founded nearly 30 years ago.

First we heard this complaint from longtime Dell stockholders. Then from relative newcomer Carl Icahn, who today is in court as part of his campaign to beat back the buyout.

And they may all be right. But there is another possibility that is equally logical: Michael Dell is overvaluing the company because it's his. Kind of like people tend to overvalue their own homes or the abilities of their own children.

Emotional attachment is a very real thing, and doesn't disappear just because someone is smart. Particularly if acting on such attachment only costs a fraction of that someone's net worth (as is true in this situation).

Michael Dell told people earlier this year that if he lost Dell to someone else -- including Icahn -- that he'd just retreat to his Hawaii manse and eventually create another company. But his actions have not reflected such serenity. Instead, he's repeatedly increased his bid -- dragging along a private equity partner that would just assume let the whole thing collapse (and collect a massive termination fee). Even if shareholders vote down the deal, Dell has pledged to stick around and fight the Icahn minions.

To be clear, I'm not taking sides here. Maybe Michael Dell really is trying to put one over on shareholders before unveiling the secret sauce that will jumpstart his stalled company. Or maybe he's just a guy in love, willing to do irrational things.

Instead, I'm arguing the futility of trying to divine the motives of Michael Dell or any other company founder/CEO who wants to buy their own company. Shareholders should support or reject such offers based on their examination of the company's underlying fundamentals and future prospects. You know, the kind of bloodless analysis that Michael Dell may no longer be capable of.

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