A TOP proxy advisory firm is recommending that Dell shareholders vote in favor of a deal that would allow the company's founder and an investment firm to buy the computer maker and take it private.

Michael Dell and Silver Lake Partners have offered to buy Texas-based Dell Inc for US$13.65 per share, or a total of US$24.4 billion. Michael Dell believes he can turn the company around by taking it private and diversifying into niches, such as business software, data storage and consulting.

But Carl Icahn, a billionaire investor and Dell's second-largest shareholder, said he wants Dell to remain publicly traded and boost value for shareholders by buying back US$16 billion in stock.

The company has backed Michael Dell's proposal and said Icahn doesn't have adequate financing for his plan. Shareholders will vote on the buyout offer at the annual meeting on July 18.

In its report, Institutional Shareholder Services pointed to the offer's hefty premium, about 26 percent over the company's share price before the offer became public, and the certainty that comes with an all-cash bid.

ISS said that if shareholders don't take the offer, they have to be willing to continue to hold shares in Dell as it seeks to turn itself amid the risks of a still deteriorating personal computer industry.

The special committee of Dell's board evaluating the company's options said in a statement yesterday that it was pleased with the recommendation, noting that it believes not going forward with the sale would expose the company and its shareholders to "serious risks" that would further reduce the company's value.

Icahn said on Sunday that he believes Michael Dell is trying to buy the company he founded at a "bargain price."