Dell SEC Fair Fund FAQs
- What was this case about?
- Why did I receive a Claim Packet?
- Who is eligible to participate in the Dell SEC Fair Fund?
- Who is excluded from participation in the Dell SEC Fair Fund?
- What is the amount of the SEC Fair Fund?
- What do I need to do to participate in the SEC Fair Fund?
- Do I need to submit a Proof of Claim Form if I was a participant in the Dell Class Action?
- What do I need to submit with my Proof of Claim Form?
- What is the deadline for submitting my Proof of Claim Form?
- How will I know when the Proof of Claim Form I submit has been received by the Distribution Agent?
- Will I be notified if my Proof of Claim Form is deficient?
- Can a financial institution that served as an advisor to numerous clients file Proof of Claim Forms on their behalf? Can we group all our clients together using this method?
- How much money will I receive if my claim is approved?
- Who is the Distribution Agent?
- Where can I obtain a Plan of Distribution Notice and Proof of Claim Form?
- How do I get more information?
On July 22, 2010, the Commission filed its Complaint in this action and alleged that from 2001 through 2006 Dell Inc. ("Dell") and certain of its current and former senior executives, Michael S. Dell, Kevin B. Rollins, James M. Schneider, Leslie M. Jackson, and Nicholas A.R. Dunning, violated the federal securities laws by, among other things, failing to disclose material information (specifically, the receipt of large payments from Intel Corporation) to investors and using fraudulent accounting to make it falsely appear that Dell was consistently meeting Wall Street earning targets and reducing its operating expenses. Without admitting or denying the allegations in the Commission's Complaint, the Defendants consented to Final Judgments entered by the United States District Court for the District of Columbia (the "Court") on October 13, 2010 (the "Final Judgments"). As required by those Final Judgments, the Defendants together have paid or are scheduled to pay or disgorge funds to the Clerk of the Court in the aggregate amount of $111,418,947.00, plus accrued interest. Pursuant to the Final Judgments, all funds received were deposited with the Court Registry Investment System ("CRIS") in an interest-bearing account identified by this case name and docket number ("Dell CRIS Account").
On August 27, 2010, the Commission filed related cases against two former Dell officers, Robert W. Davis and Randall D. Imhoff, alleging violations related to the accounting misconduct that was asserted in the Commission's action against Dell and certain other officers, described above. See Dell SEC v. Robert W. Davis, No. 1:10-cv-01464 (D.D.C.) and Dell SEC v. Randal D. Imhoff, No. 10-cv-01465 (D.D.C). Without admitting or denying the Commission's allegations, Messrs. Davis and Imhoff consented to Final Judgments entered by the Court. The final judgments ordered Mr. Davis and Mr. Imhoff to pay a penalty, disgorgement and prejudgment interest of $203,158.00 and $44,049.00, respectively, to the Clerk of the Court. The Court ordered that funds payable pursuant to the Final Judgments in these actions are to be transferred to the Dell CRIS Account. As of January 2, 2013, the Dell CRIS Account's balance was approximately $110,962,734.24.
The final judgments entered in these matters provided that the Commission may propose a plan to distribute the funds in the Dell CRIS Account subject to the Court's approval, and that such plan may provide that the funds be distributed pursuant to the Dell SEC Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002, 15 U.S.C. § 7246(a). On October 21, 2011, the Commission submitted its Motion for Establishment of a Fair Fund and Appointment of Distribution Agent. On November 15, 2011, this Court granted the Commission's motion and entered an Order for Establishment of a Fair Fund and Appointment of Distribution Agent ("Order").
The Order also appointed The Garden City Group, Inc. ("GCG") to serve as the Distribution Agent to assist in developing a Distribution Plan of the Dell SEC Fair Fund pursuant to which monies in the Dell SEC Fair Fund will be distributed to investors harmed by the violations alleged in the Compliant. The Order also authorizes the Distribution Agent to oversee the administration of claims and the distribution of the Dell SEC Fair Fund pursuant to the terms of the Distribution Plan, subject to oversight by the Court.
The Distribution Agent, in consultation with the Commission staff, prepared the Distribution Plan, and the Commission submitted the Distribution Plan to this Court for its approval. The Court approved the Plan of Distribution on December 11, 2012.
You received a Claim Packet because records indicate you may have bought Dell common stock between May 3, 2001 through September 8, 2006 inclusive. The packet you received is designed to notify you of the approximately $110 million settlement reached in SEC v. Dell Inc., et al and to inform you that you may be eligible to receive payment from the Dell SEC Fair Fund.
You must have purchased or acquired Dell common stock during the Recovery Period (May 3, 2001 through September 8, 2006).
You are excluded from participation in the Dell SEC Fair Fund if you are:
- A director or officer, or former director or officer, of Dell or any of its past or present Affiliates (or any of his or her assigns, creditors, heirs, distributes, spouses, parents, children, or controlled entities) who served in such capacity during the Recovery Period;
- An employee of Dell or any of its past or present Affiliates who has been terminated for cause in connection with the violations alleged in the Commission's Complaint in this action or any related Commission action, or who was otherwise terminated or has resigned in connection with the violations alleged in the Commission's Complaint in this action or any related Commission action (or any of such employee's assigns, heirs, immediate family members, or controlled entities);
- Any defendant in action brought by the Commission or any class action lawsuit related to the conduct described in the Commission's Complaint in this action or any related Commission action (or any of such defendant's Affiliates, assigns, creditors, heirs, distributees, spouses, parents, children, or controlled entities), unless and until such defendant is found not liable in all such civil suits prior to the Claims Bar Date, and proof of the finding(s) is included in such defendant's timely filed Proof of Claim Form;
- A person who, as of the Claims Bar Date, has been the subject of criminal charges related to the violations alleged in the Commission's Complaint in this action, or any related Commission action (or any of his or her Affiliates, assigns, heirs, immediate family members, or controlled entities);
- A person who assigned his or her right to obtain recovery in the Commission's lawsuit against Dell;
- An assignee of another person's right to obtain a recovery in the Commission's lawsuit against Dell, provided, however, this provision shall not be construed to exclude those persons who obtained such a right by inheritance or devise; and
- The Distribution Agent, its employees, and those persons assisting the Distribution Agent in its role as the Distribution Agent.
Approximately $110 million
The deadline for filing a Proof of Claim form was May 25, 2013.
If you submitted a Proof of Claim form in connection with a claim that was approved by the Court in the Dell Class Action, you do not need to submit another Proof of Claim form for those same purchases. If you engaged in additional purchases of Dell common stock during the Recovery Period, including the period of May 3, 2001 through May 15, 2002, that were not approved by the Court in the Dell Class Action, you must submit a Proof of Claim form to be eligible to recover for those purchases.
You must document each transaction that you include on your claim form. Acceptable forms of supporting documentation include:
- Trade confirmation slips from brokerage firms that list the security name, the name of the beneficial owner, the type of transaction, the date of the transaction, the number of shares, and the total amount of the transaction, OR
- Monthly statements from brokerage firms that detail all account activity within a month.
The deadline for filing a Proof of Claim form was May 25, 2013.
The mailing address is:
Dell SEC Fair Fund
c/o The Garden City Group, Inc.
P.O. Box 9857
Dublin, OH 43017-5757
The Distribution Agent will acknowledge receipt of your Claim Form by regular or electronic mail within 60 days of receipt. Your claim is not deemed filed until you receive an acknowledgment postcard or e-mail. If you do not receive an acknowledgment postcard or e-mail within 60 days, please call the Distribution Agent toll free at 1 (888) 513-5033.
Yes. If your Proof of Claim form is deficient, you will receive a Claim Deficiency Notice setting forth the reason why the claim is deficient and advising you of the opportunity to cure such deficiency.
Yes, you may file on behalf of all your clients, provided you are authorized to do so and provide us with that valid written authorization. If you would like to file these claims together, you should file your claims electronically.
Please Note: Claims with 100 or more transactions or on behalf of 20 or more different accounts must be submitted electronically and in the required format. You can obtain the mandatory electronic filing requirements and file layout on this website or you may e-mail the Distribution Agent at eClaim@gcginc.com Any submission not in accordance with the required electronic filing format may be rejected. Proof of authority to submit a Proof of Claim form on behalf of any managed accounts must be submitted with any Proofs of Claim for such accounts. If you intend to file electronically, you can submit and track the history of your claims by using our secure website, GCG ICETM (www.gcgice.com), which is available 24/7. GCG ICETM allows institutional investors to upload electronic claims and documents, track the history and status of submissions, view claim rejections and how to fix them, update contact information, and receive important status alerts via e-mail.
Until all claims have been fully processed, it is not possible to determine the amount of any individual payment because the amount will depend on a variety of factors, including the number of valid claims processed, the amount of Dell common stock that you purchased, and when you purchased and sold these shares. In addition, in order for a claim to be paid, it must equal or exceed the Minimum Payment Amount of $25.
For additional information as to how your claim will be calculated, please view the Plan of Allocation for the Dell SEC Fair Fund Distribution Plan located on this website here
The Court has appointed The Garden City Group, Inc. to serve as the Distribution Agent.
You can obtain a Distribution Plan Notice and Proof of Claim form by either downloading these documents from this website by clicking here or we can mail you these documents if you provide your name and address by clicking here and request that we mail you a Claim Packet.
Additional information regarding the Dell SEC Fair Fund can be found on this website. You can obtain additional information or request copies of forms and notices by calling the Dell SEC Fair Fund's toll-free hotline at 1 (888) 513-5033 in the United States, or by email at Questions@dellsecsettlement.com.