NOT SO FAST: Dell Inc.'s second-largest shareholder is opposing the personal computer maker's plan to sell itself for $24.4 billion to a group led by its CEO and founder. The rebellious shareholder, Southeastern Asset Management Inc., contends Dell is really worth $42 billion.

THE LEVERAGE: Southeastern owns an 8.5 percent stake in Dell. The only shareholder with more stock is CEO and founder Michael Dell, who is contributing his 14 percent stake to a deal that would make him the company's majority owner.

LOOMING BATTLE: Dell says it is standing by the current deal. Southeastern is vowing to lead a shareholder rebellion.