Who does Michael Dell work for: Dell, the company? Or Dell, the man?

This is the prime question hanging over a potential private-equity deal to acquire the struggling computing company.

A deal could bring some relief to public shareholders, whose Dell stock has fallen 40% since 2008. The company has shown little promise of late, having been overrun by iPads and iPhones.

But relief is not fairness.

At the center of this contemplated transaction lies a glaring conflict: Mr. Dell himself.

As founder, CEO, 15.7% owner and company namesake, Dell the man has outsize influence on Dell the company.

Reports say Mr. Dell is playing a role in the transaction and contributing his stake to the deal. The involvement will eventually get shareholders wondering where his allegiances lie. Is he a buyer, a seller, or somewhere in between?

A Dell representative declined to comment.

Management buyouts are always fraught, precisely for this reason. Prodded by court rulings, boards have taken steps to minimize the most flagrant problems. Should a deal be announced, be prepared for a barrage of reminders about 'independent committees,' 'go shops' and the like.

But these steps are ultimately cosmetic. No one will say it this way, but it's the way deals happen: The conflict is the opportunity.

For example, without Mr. Dell's stake, it would be nearly impossible to assemble the $22 billion to $25 billion needed to buy the company. It's also unlikely that another buyout shop or industry player would make a competing bid without Mr. Dell's consent.

In these situations, a powerful executive like Mr. Dell can effectively act as his own poison pill, guarding against outcomes he doesn't like.

Shareholders, alas, have only the final protection of their votes.

And this has a flaw, as Delaware's leading business judge, Leo E. Strine Jr., explained about a similar transaction from 2012: 'The negotiation process and deal dance present ample opportunities for insiders to forge deals that, while 'good' for stockholders, are not 'as good' as they could have been, and then to put the stockholders to a Hobson's choice,' he wrote.

So, Dell shareholders, here is your Hobson's choice:

Is accepting $13 to $14 per share a fair price given that the company traded as high as $18.36 less than a year ago?

What exactly are Mr. Dell's plans for the company when it goes private? Would you have liked to enjoy the benefit of those plans given that his legal duty -- at least until recently -- was to shareholders?

Might you have liked Mr. Dell to have found a better use for some of the company's $14.2 billion in cash than funding the very buyout that will enable him and his private-equity backers to carry out those plans?

It's very possible you may not care and are happy to rid yourself of shares in this troubled business. That's at least how potential buyers see it.

Before you decide, though, it's best to answer the question: L'etat, c'est Michael Dell?

Dennis K. Berman

• acquire [ə´kwaiə]   vt.求得，获得，学得   (初中英语单词)
• relief [ri´li:f]   n.救济；援救；减轻   (初中英语单词)
• conflict [´kɔnflikt, kən´flikt]   n.&vi.战斗；抵触   (初中英语单词)
• assemble [ə´sembəl]   v.聚集；装配；调整   (初中英语单词)
• player [´pleiə]   n.游戏的人；选手   (初中英语单词)
• executive [ig´zekjutiv]   a.行政的 n.行政官   (初中英语单词)
• poison [´pɔizən]   n.毒物 v.毒害 a.有毒的   (初中英语单词)
• protection [prə´tekʃən]   n.警戒；护照；通行证   (初中英语单词)
• enable [i´neibəl]   vt.使能够；赋予权力   (初中英语单词)
• hanging [´hæŋiŋ]   n.绞刑 a.悬挂着的   (高中英语单词)
• potential [pə´tenʃəl]   n.&a.潜在的；可能的   (高中英语单词)
• founder [´faundə]   n.奠基者 v.陷落   (高中英语单词)
• seller [´selə]   n.销售者；行销货   (高中英语单词)
• precisely [pri´saisli]   ad.精确地；刻板地   (高中英语单词)
• billion [´biljən]   num.万亿   (高中英语单词)
• negotiation [ni,gəuʃi´eiʃən]   n.谈判，协商，交涉   (高中英语单词)
• eventually [i´ventʃuəli]   ad.最后，终于   (英语四级单词)
• ultimately [´ʌltimitli]   ad.最后，最终   (英语四级单词)
• fraught [frɔ:t]   a.充满...的   (英语六级单词)
• minimize [´minimaiz]   vt.将...减至最小量   (英语六级单词)
• unlikely [ʌn´laikli]   a.不像的；未必可能的   (英语六级单词)
• effectively [i´fektivli]   ad.有效地   (英语六级单词)