Dell shareholder, Carl Icahn, is the second investor to oppose Michael Dell's plan to take the firm private, becoming the second investor to oppose the plan.
Icahn wrote to Dell's board to pay out $15.7bn in special dividends and propose a leveraged recapitalisation.
In his letter, Icahn proposed a special dividend of $9 per share, which may include $4.26 per share derived from $5.25bn in new debt.
Icahn wrote in the letter saying, "We believe, as apparently does Michael Dell and his partner Silver Lake, that the future of Dell is bright."
"We see no reason that the future value of Dell should not accrue to ALL the existing Dell shareholders - not just Michael Dell," Icahn said.
Last month, Dell investor, Catherine Christner, sued Michael Dell and other company directors alleging that the firm's board is shortchanging shareholders in a $24.4bn management-led takeover.
The $24.4bn deal will see founder Michael Dell become the largest individual shareholder with a stake of 14%, while the other big investor is private equity firm Silver Lake.
Speaking to CBR, Dell's software president John Swainson said there's plenty of integration work still to do regarding the firm's spate of software acquisitions.