Apparently there are a few that disagree with bending over and taking it.

Shares are issued by the company, and the company at large chooses what to do with them. It’s complicated to explain the legality (but it is totally legal and not nearly such an FU as you might envision), but the process is pretty simple. In this case, they “invalidate” the shares, making them worthless, and then resign their CUSIP number and SEC filings, meaning you can’t trade them on any major exchange. This is a restructuring much like going through bankruptcy would be.

You as a shareholder (even with many thousands of dollars invested) are a small drop in a large pool. No company could ever possibly get work done if it had to listen to every drop individually, and so the board of directors was created. Your biggest role as a shareholder is to approve each and every member of that board as their terms come up for re-election, or to suggest new names to be part of the board. The board then functions as the go-between between the company’s active management (CEO et al) and its shareholders, and has the job of balancing the company’s long-term goals with shareholder demands, rights and expectations. That way, you distill all those drops down to a few knowledgeable voices that can sit in the same room and hash out benefits and detriments.

In this case, the board looks at the deal provided by Michael and his friends, and determines whether it is in the best interest of the shareholders at large. If they feel that Dell’s stock could not realistically hit the price that the offer is willing to pay and that the company would stand a better shot by removing the board’s (and thus shareholder) influence (don’t forget, they’re firing themselves with this vote, so they take it pretty seriously), they approve the transaction. Then Michael gives the company financing to buy its shares back from the open market and invalidate them, and to issue him new stock.

http://news.cnet.com/2100-1001-203937.html