Fairness opinion rule applies to Dell, too.

Consultants constantly warn about the impact of potential family involvement or conflicts of interest involving the sale of private companies. One key admonition is getting a fairness opinion on the price of the transaction.

That advice took on particular import with the February announcement on an acquisition by Dell Inc. of MessageOne, a software-as-a-service email security and backup application. MessageOne, as Dell took pains to note in its press release about the deal, was founded by Adam Dell, brother of Dell founder and CEO Michael Dell.

While Adam Dell is non-executive chairman at MessageOne, Dell CFO and Vice Chairman Don Carty noted, "We recognized as we began considering a potential acquisition of MessageOne that related-party interests existed and that this required a series of measures designed to ensure that the transaction was considered, analyzed, negotiated and approved objectively and independently."

One particular issue is that MessageOne, according to Dell, "is owned in part by two investment funds, Impact Venture Partners and Impact Entrepreneurs Fund, managed by Adam Dell. Michael Dell, Susan Dell, a trust for the Dell's minor children and Mr. Dell's parents are also investors in the Impact funds."

Michael Dell was excluded from negotiating acquisition terms and from all aspects of the decision-making process. Independent directors on Dell's board explored and analyzed in detail the process by which management identified, proposed and negotiated the deal.

As part of the process, the Dell board received an opinion from Morgan Stanley & Co. that the consideration to be paid by Dell in the merger agreement was fair, from a financial point of view, to the computer giant and its shareholders.

Most of the $13.4 million acquisition consideration to the Impact Funds will go to Michael and Susan Dell and their children's trust, but Michael and his wife have indicated that those proceeds will be donated to charity, Dell Inc. said.