The deal was priced at a premium of about 25 percent above where the share price stood before news of the buyout talks leaked in January. The complaint by shareholder Catherine Christner said the deal was priced 22 percent below Dell's stock price a year ago.

"By engaging in the going private transaction now - in the midst of the company's transition from a PC vendor to full service software and enterprise solution provider - the board is allowing defendants M Dell and Silver Lake to obtain Dell on the cheap," read the lawsuit.

The company, which declined to comment on the lawsuit, had said the board had conducted an extensive review of its strategic options before agreeing to the buyout.

The lawsuit in the Court of Chancery in Delaware, where Round Rock, Texas-based Dell is incorporated, said the deal was timed to seize the company just as it is primed to capitalize on the move into the high-margin software business.

Silver Lake is putting up $1.4 billion, while banks including Bank of America, Barclays, Credit Suisse and RBC will provide roughly $16 billion in term loans and other forms of financing.

Wednesday's filing also disclosed that under certain circumstances if the merger cannot be completed, Michael Dell and Silver Lake could have to pay a termination fee of up to $750 million to the company.

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