While VMware, which makes virtualization software, doesn't have to allow a public shareholder vote on the deal, the board of directors will consider adding a so-called "majority of the minority" vote to determine fairness, one of the people said. CNBC reported in January Dell was considering a reverse merger with VMware, which would also allow private equity fund Silver Lake, a co-investor with Michael Dell, the ability to monetize its investment by selling shares on the public market. New U.S. tax laws will also force Dell to deduct only 30 percent of the interest it pays on its $52.5 billion of debt.