Dell's Vote Crunch Shows Some Deal Protections Can Sting

Law360, New York (July 25, 2013, 7:10 PM EDT) -- Michael Dell's struggle to get his deal past a shareholder vote — and the game-changing steps he took this week to fix it — could cause dealmakers to think twice about setting high voting thresholds on deals that don't legally require them.

Facing a tight shareholder vote Wednesday, the CEO and private equity firm Silver Lake raised their $13.65-per-share bid by 10 cents per share. But the price bump came with a big string attached: Rather than require a majority of all of Dell's unaffiliated shares,...
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