07/23/2013 04:12 pm ET Updated Sep 22, 2013

Why the Fight Over Dell Is About the Future of American Enterprise

Tomorrow (or soon anyway, depending on whether the company delays it once more) Dell's shareholders will vote on whether to accept Michael Dell's proposal to take his company private at $13.65 a share. He is opposed in this by the corporate raider Carl Icahn, who wants Dell to pay $14.00 a share and to remain public.

The choice for Dell shareholders should be relatively easy. Michael's proposal provides not just for shareholders to cash out today at a premium to the current stock price but also provides the iconic company with a business strategy that could help it survive and compete effectively in today's rapidly evolving marketplace. The need for Dell to diversify into areas other than PCs is urgent and requires the relative stability of a private company structure to be able to succeed. The short-term pressures and volatile swings of the public markets could kill the strategy that Michael has outlined for investors.

Icahn's proposal, by contrast, would load an immense and unwieldy amount of debt on the company, siphon off much needed cash towards the share repurchase, and most importantly, includes no vision of the future at all. In fact, given Icahn's track record with other companies, it is much more likely that he will strip Dell of its assets and sell the company piecemeal over the next few years to score a personal profit rather than make any real moves to help the company recover from its slump. This would not just be a loss for shareholders who are long on the company but would be a tremendous loss to our economy itself.

Innovative companies like Dell create new sources of revenue for our economy and bolster our national prosperity. Without such companies, America would not be a leader in the technological field or in any other field for that matter, and certainly would not be able to compete in the global marketplace. Another way of putting this is that we need companies like Dell in order to navigate our way successfully (and profitably) in the new millennium. Financial considerations are important but so are strategic ones, and if our capital markets are to mean anything, then they need to provide the fuel for innovation rather than stifle it.

Neither proposal is perfect but Michael's plan will help Dell innovate again while Icahn's will turn it into a chop shop; and although this may seem like an isolated case of a business conflict that will affect only one company, it needs to be viewed in a larger context. Dell is not just another company but one that defines the American Dream, both in terms of the industry it created as well as for the entrepreneurial spirit of the founder, and as such represents the future of American Enterprise itself.

I am not saying that there are any saints or sinners here, but there are money makers and money takers, and the difference between those two determines whether we are a rich capitalist nation or just a nation of rich capitalists.

SANJAY SANGHOEE is an active political and business commentator. He has worked at leading investment banks and hedge funds, has appeared on CNBC's 'Closing Bell' and HuffPost Live on business topics, and is the author of two thriller novels, including "Killing Wall Street". For more information, please visit