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What Keeps Dell's Founder Fighting

Michael Dell has had many chances to back down in the battle for control of his company. Here's why the founder won't consider it.
COLLEGE DROPOUT Michael Dell, after leaving the University of Texas

The protracted battle between billionaire investor Carl Icahn and Michael Dell continues.

One thing is certain: Michael Dell won't go down easy--if he'll ever go down at all.

But first, let's recap. Late last week, nearing the Friday 10 a.m. shareholder vote that was supposed to determine Dell's future--a vote Michael Dell was widely predicted to lose--the founder swooped in with minutes to go and put a new, more lucrative offer on the table.

By upping his bid to $13.75, plus a special dividend of 13 cents a share, Michael Dell convinced the board to reverse a rule that said that any non-vote would count against him. The board agreed--non-votes will not count against Dell--and changed the new voting date to September 12. Michael Dell is now in an excellent position to win his company back come September. Of course, Carl Icahn, ever the speculative agitator, swiftly filed a lawsuit to prevent the new voting structure from happening. 

Friday's gamble was a clear coup for Dell and his camp, but it also revealed something about the nature of a certain kind of founder: They just won't--or maybe they can't--give up.

Like Family

In speaking with analysts who have covered Michael Dell and his company for several decades, what emerges is a portrait of a founder so completely enmeshed with his business that many liken Dell (the company) to his fifth child.

"Founders like Michael treat the company like it's family--it's as much their offspring as their kids are," says Rob Enderle, an analyst who has covered Dell for two decades. "In fact, founders like Michael probably have spent more time with their company than their kids. They're not going to walk away. The battle is tied very much to their self-image in life."

Patrick Moorhead, president and founder of Moor Insights and strategy, has known Michael Dell since the mid-90s. Moorhead started his career as a competitor to Dell--he was a senior executive at Compaq--and transitioned only later in his career to be an analyst. He now provides research and commentary about a host of companies, including Dell. 

"I think a guy like him--this fight is motivating to him," Moorhead says. "This is his company that he founded. His name is on the side of the building, this means much more than how much money Michael can make. Michael already has billions; he could have retired 10 times ago. So it's just not about the money. It's about his legacy--the future of the name Dell, the future that his kids and grandkids will have to live with over the next 50 to 100 years. He doesn't want to go out on the losing end of this."

Getting Out of His Comfort Zone

By all accounts, Michael Dell has never relished the spotlight--in fact, he's extremely shy. He leads a quiet life in Austin, Texas, and, despite his philanthropy work through the Michael and Susan Dell Foundation, rarely speaks publicly. What's particularly interesting about his current saga, which has played out quite dramatically--and publicly--is how the ordeal has pushed him personally. 

"This is not what he likes to do, or what he's been trained to do," Enderle says. "This is clearly out of his comfort zone, whereas Icahn has been down this path before. That's probably what's cramping Dell right now. The fighting is really Icahn's fight. Dell hasn't had to do this."

But there's also a wildcard here--Dell has learned quickly and that might not turn out to Icahn's liking.

"I really think Icahn is taking a risk here that he hasn't considered," Enderle says. "Mostly he's battled CEOs that are hired to do a job, but as long as they walk away with their bonus and salary, they're actually OK with the outcome. Founders aren't like that. Founders have a tendency to take things very personally and then come back with an agenda, and that agenda is to make you pay for the pain you caused them. And this could be one of those things."

Not Willing to Walk Away

Despite a couple of email interviews--one with The Wall Street Journal and another with Bloomberg--Michael Dell has remained relatively quiet through the entire ordeal. But he did concede that even if he lost the bid, he'd stay with the company. "If the deal does not go through, I plan to stay and continue to do my best to make the company successful," he told the Journal

On some level, one has to wonder why. Is it really worth the heartache for Dell to continue with this battle--and, inevitably, to engage in a proxy battle should he lose the September 12 vote? 

Much has changed over the last decade for Michael Dell, but a 1999 cover story of Michael Dell in SUCCESS magazine may hold an answer to that question. 

Michael Dell was speaking to an entrepreneurship class at the University of Texas business school when a bold student stood up and asked the young multi-billionaire why he still kept going to work. "You've got so much money," he blurted. "Why don't you just sell out, buy a boat and sail off to the Caribbean?"

Dell stared at him and said, "Sailing's boring. Do you have any idea how much fun it is to run a billion-dollar company?"

The future of Dell's business is up in the air. As I reported several weeks ago the company was worth about $100 billion in March 2012; today, it's valued at one fourth of that. So there are plenty of things that are uncertain--but one of them isn't Michael Dell. He isn't going anywhere. 

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