After months of speculation, proposals and counteroffers, it appears Dell is finally nearing an official vote on the future of the company. Last week in a Delaware court, Chancellor Leo Strine denied major shareholder Carl Icahn’s request to expedite a lawsuit he filed against the Dell board. The suit claimed that Michael Dell and the Board of Directors had breached their fiduciary duties, and went on to suggest that the annual meeting of the board should be held at the same time as the vote on the merger, which would provide Icahn the opportunity to have the merger voted down while simultaneously seeking to replace the Dell board. Icahn has been notoriously and publicly opposed to the proposed buyout since its inception, and with only a few weeks left before the scheduled shareholder vote on the matter, the lawsuit appears to be a last-ditch effort to prevent it (Check out Icahn’s initial counteroffer).

Last week’s ruling means that the shareholder vote on the Michael Dell/Silver Lake Partners buyout will take place on September 12th as planned. Chancellor Strine, who presided over the hearing, based his decision on several key factors. Most notably he took a very “hands-off” approach to the company’s buyout proceedings, indicating that based on the available facts, the board appears to have done a good job – or that, at the very least, it is not the role of the courts to second-guess their actions. Strine went on to say “I’m not a special committee member, and under our law, deference is due to independent directors”. After months of criticism and opposition, it appears the Dell board is finally starting to get some steam going in their favor.

It should be noted that Icahn and his supporters have achieved some success over the last few months. Dell’s special committee repeatedly said “no” to initial offers by Michael Dell and Silver Lake, which eventually led to a larger offer to shareholders. In the last round of negotiations, the price per share was bumped from $13.65 to $13.88; a cost that will be covered primarily by Michael Dell, as his partner Silver Lake has balked nearly every time a price increase has been suggested. Nevertheless, it seems likely that there is a real possibility of the buyout going through, as several investigations into the actions of the special board resulted in nothing but praise and approval regarding the legality and thoroughness of their actions. For now though, all we can do is wait - check back with us mid-September for an update on the definitive future of Dell.