Michael Dell and Silver Lake Management are seeking a $13.65 per share buyout deal.
ISS?s recommendation could have an impact to the outcome of Dell shareholders accepting Michael Dell's offer.
"The issue facing Dell shareholders at this meeting has been framed in some media commentary as a choice between the sale to Michael Dell and Silver Lake Partners, or the leveraged recapitalization proposed by Icahn and SAM. It is not," ISS said in its report. "The alternative to accepting the buyout offer is to continue holding equity in a publicly-traded Dell, with continued exposure to the risks and rewards of ownership," ISS added referring to Carl Icahn?s efforts to counter Dell?s offer.
Icahn and Dell shareholder Southeastern Asset Management Inc., has pressed Dell to buy back about 1.1 billion shares at $14 apiece, while leaving the remainder of the company public.
Dell shareholders will vote on July 18 on the leveraged buyout proposal.