While some Dell investors have taken issue with CEO Michael Dell's proposed plan to take his company private, an SEC filing has revealed some compelling reasons for investors to think twice about protesting the move. As noted by Forbes, a filing dated March 29th includes a lengthy section where Dell outlines the "risks and uncertainties" related to continued ownership of the company's stock — it's essentially a laundry list of how the consumer tech market has changed and how hasn't quite managed to keep up.

Difficulties that Dell notes in its filing include:

  • "...decreasing revenues in the market for desktop and notebook PCs and the significant uncertainties as to whether, or when, this decrease will end..."
  • "...the overall difficulty of predicting the market for PCs..."
  • "...the ongoing downward pricing pressure and trend towards commoditization in the desktop and notebook personal computer market..."
  • "...the increasing usage of alternative PC operating systems to Microsoft Windows..."
  • "...the uncertain adoption of the Windows 8 operating system, unexpected slowdowns in enterprise Windows 7 upgrades and the increasing substitution of smartphones and tablets for PCs..."

Most of these risks and difficulties aren't exactly news — we already knew that Windows 8 hasn't been the sales driver manufacturers have been hoping for and that "post-PC" devices like smartphones and tablets are where the growth opportunities currently exist. Still, it's a frank admission from a company who built an enormous business on a model that's clearly becoming outdated.

A blunt assessment of where Dell is in the technology landscape

However, it's also worth noting that companies typically report such risks and uncertainties in nearly every SEC filing they make — it's an obligation to shareholders. While these trends do paint a difficult picture for the company, it doesn't mean Dell thinks it can't work around them. But in a worst-case scenario, these factors could (and, in a lot of ways, already have) hurt the company's financial performance. The plan to take Dell private still has a ways to go before it's a done deal — there are potential rival takeover bids from investor Carl Icahn and investment firm Blackstone still to be dealth with, and Michael Dell said today that Blackstone deal is a possibility if he retains his status as CEO. However, if the deal does come to fruition, investors can look at this list of risks and take some comfort that the company cashed its chips in before things got even more dire.