Dell’s second-largest shareholder, Southeastern Asset Management, has gone on record claiming the company has no reason to go private.

In a public letter to investors, Southeastern said that Dell’s recent proxy statement gives no concrete reason why the company should go private. The firm accuses Dell’s Board of offering Michael Dell the opportunity to buy the firm instead of addressing the real issue at the company.

“The proxy statement does not contain any sound reasoning for why, at this stage in the transformation, the company needs to be taken private,” wrote Southeastern in its letter.

“In the entire proxy statement, we found only one page devoted to Mr. Dell’s plans for the company following the transaction. That single page is consistent with the company’s prior public statements, and nothing about these plans requires that the company be private.”

In its proxy statement, Dell argues that the firm must go private for the long-term interest of the company. The firm says that it will have to invest in options that will not see immediate return-on-investment.

Specifically, the company reports that the quarterly results driven paradigm of publicly held companies makes it hard for Dell to invest in long-term options.

If Dell were to go private it says it would begin to invest heavily in research and development. Dell wrote in its proxy statement that it would make investments in technologies such as cloud services, infrastructure services, and managed security services.

The company says it would do that with the goal of becoming an integrated provider of end-to-end IT solutions. However, the company warns that to achieve its goal it would have to invest aggressively and would likely see objections from stockholders.

“While the Parent Parties believe that these plans for [Dell] after the merger are in the company’s best interests in the long term,” wrote Dell in its proxy statement.

“The Parent Parties believe that, were the company to undertake these actions as a public company, many stockholders would be likely to object and the company’s stock price could suffer a significant decline.”

Southeastern disagrees with Dell’s assessment. The shareholder says that Dell’s enterprise software solutions (ESS) are a growth sector and should be invested in. Southeastern believes that Dell would be able to invest in IT solutions even if it stayed a public company.