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Michael Dell recently succeeded in taking Dell Inc., the computer company he founded in 1984, private in a $25 billion dollar buyout. The transaction was consummated following months of drama involving Dell himself, veteran investor Carl Icahn (who tried to derail the deal) and a number of other institutional shareholders. But a starring role in the drama was played by the special committee of Dell’s board of directors, formed to evaluate Dell’s initial offer and all subsequent offers. The committee was critical to Dell’s defeat of Icahn’s legal challenge to the buyout. The role of that special committee, and the ways in which the committee was effective in protecting the transaction from legal attack, are worth further consideration.