Instead, Mr. Dell told Mr. Mandl he was discussing ways to take Dell private.
Other Dell board members said Mr. Mandl has handled the situation well given the circumstances.
The board then set up a special committee, led by independent lead director Alex Mandl.
FORBES: Michael Dell, Spurred By 'Reputation, Greed,' Takes Dell Private: 20 Talking Points
Last August, Alex Mandl was hosting dinner guests in his Great Falls, Va.
In 1996, Mr. Mandl jumped ship to run startup telecom firm Teligent Inc.
Mr. Mandl already has spoken to shareholders wary of the buyout and plans to continue his outreach ahead of the shareholder vote.
"Go ahead, " Mr. Mandl replied, a person close to the talks said.
Nearly 20 minutes later, Mr. Mandl returned to the table looking distracted.
Mr. Mandl has since spent thousands of hours working on the negotiations.
In more recent years, however, these people said Mr. Mandl and other directors have pressed Mr. Dell and other executives about company strategy.
Mr. Mandl, who was born and lived in Austria until he was 15, moved to the U.S. with his parents and attended college here.
Mr. Mandl called Mr. Dell and asked if the CEO planned to stay as CEO if the buyout floundered, according to a March regulatory filing.
Alex Mandl, chairman of the special committee, said he was pleased to have found "two alternative proposals with the potential to create additional value for Dell shareholders".
"The U.S. has always had Olympic champions but not skiers that have won consistently as they do now, " said Herbert Mandl, who coaches the Austrian women's Alpine team.
Through the fall, Mr. Mandl and other directors worried whether Dell's shifting internal financial outlooks meant management couldn't accurately predict future financial performance, according to a March regulatory filing.
Now, Mr. Mandl is planning for the shareholder vote and overseeing the board's dealings with the Securities and Exchange Commission, which must clear Dell's regulatory disclosures related to the deal.
"At times it certainly has been a full-time job and I have had to make adjustments, " said Mr. Mandl in a recent interview in New York, wearing a crisp shirt and navy blazer.
As head of a special board committee weighing the company's possible sale, Mr. Mandl has been an unflappable negotiator, has worked long hours, and dug into proposal details, said people close to the talks.
"There are still a number of uncertainties out there to work through, and we will do what we need to do to bring the result to the right conclusion for the shareholders, " Mr. Mandl said.
While Mr. Mandl initially was skeptical of a buyout, he shuttled between Mr. Dell andEgon Durban, Silver Lake's point man in the buyout talks, to make sure Dell shareholders got the best deal possible, said people close to the talks.
Because Mr. Dell eventually allied himself with private-equity firm Silver Lake Partners to take Dell private, it has been up to Mr. Mandl to defuse worries that Mr. Dell had an inside track to buy the company on the cheap.
While Mr. Mandl initially was skeptical of a buyout, he shuttled between Mr. Dell and Egon Durban, Silver Lake's point man in the buyout talks, to make sure Dell shareholders got the best deal possible, said people close to the talks.
When Mr. Dell informed directors about the potential of taking Dell private last summer, people familiar with the matter said Mr. Mandl was among the board members skeptical about the idea amid the company's tough attempted transition from PC and server maker to a broader corporate software and tech services provider.
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