Michael Dell and some of his associates own 16% of Dell Inc.’s (NASDAQ: DELL) shares. This block has set a planned leveraged buyout (LBO). Southeastern Asset Management and T. Rowe Price, which together own 12.8% between them, oppose the LBO, at least at the current price. With a few other allies, the votes against could equal Dell’s block. If Dell eventually loses his fight, what becomes of him? He leaves, and new management takes over and tries to turn around a company that may be beyond fixing.

The conventional wisdom is that Michael Dell believes he will make himself more money over time if the company is private. He is not trying to buy the company out of the goodness of his heart. Dell give tens of millions of dollars to charities each year, but his generosity does not extend to his shareholders, critics of the LBO claim.

Some investors say that the Dell deal gives them the chance to take the money and run. This group believes that Dell’s future prospects as a personal computer manufacturer are weak and that its shares will crater over time. However, it is telling that the ultimate insider, Dell himself, believes otherwise. That may be the most damning fact as far as shareholders who are against the deal are concerned.

The odds of a successful LBO are still in Dell’s favor. He would not have taken the steps to go private unless be thought he had the votes. His group may realize that it will have to increase its offer above the current $13.65 per share. But without a doubt, at some point, and that point may not be much above the current offer, the deal becomes too financially risky for Michael Dell.

The Dell group will abandon its offer quickly if the numbers do not add up, or if the resistance becomes too great. With that, Michael Dell would have to leave the company. Investors and his board could not support him as the chief executive. The conflicts of interest have become too great. Dell’s board would need to find a new CEO and hope the person can be more adroit at fixing Dell than Dell has been. The prospect of success is a long shot, since Dell and his team have tried everything under the sun, particularly through M&A, to openly move closer to the industry’s greatest success story — International Business Machines Corp. (NYSE: IBM).

Dell may have to leave Dell. But, a Dell replacement will not have any more tools than the founder. Even if the new chief executive has more imagination and management skills, Dell’s bad prospect in the tech world are beyond salvation. Dell without Dell will be little different than Dell with him.

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