Southeastern Asset Management, Dell’s largest outside stakeholder, disapproves of the proposed $24.4 billion sale of the company to founder Michael Dell and Silver Lake Partners, a prominent investment firm.

In a letter to Dell’s directors, Southeastern’s lawyers wrote that the board “appears to have dismissed better alternatives for public owners and selected a transaction, which has been publicly derided by shareholders as opportunistic and grossly undervalued, that favors management.”

Southern values the technology giant at over $20 a share, considerably higher than the stock’s current trading price of $14.05. Dell and Silver Lake’s $24.4 billion bid amounts to $13.65 per share.

In response, the special committee that is supervising the deal said that making a sale is the best course of action for both the company and investors. The committee considered other options, such as selling off only certain assets and issuing special dividend, but eventually dismissed them in favor of an acquisition.

Since Michael has showed no signs of caving in to investor pressure so far, Southwestern can only hope that a third party will offer a higher bid before the March 22 deadline. The special committee claims that it has made it easier for new bidders to enter the fray, but insiders are highly doubtful that someone would be interesting in competing with Michael Dell’s offer.

Dell is doing rather badly with many aspects regarding its efforts to return to the private sector. That’s the reason no one is expected to top its founder’s proposal, and it’s also why he wants to privatize the first in the first place.

If the deal goes through, Dell will be able to focus on long-term strategy without having to worry about delivering short term results that keep investors happy.  Another upshot is that the company will no longer have to spend $3 billion a year on stock buybacks, leaving room for investing in R&D and marketing.