The talks focus on a higher bid than the $13.75 a share offered by Michael Dell in exchange for a change in the voting standard.
Although he and his investing partner, Silver Lake, have presented their bid as the "best and final offer," negotiations continued into the evening Thursday.
(Read more: Cramer: Walk away from Dell—nothing but trouble)
Sources described the talks as fluid and tenuous, though progress was being made.
Few believe the special committee will allow the change in the voting standard without a higher price. A change in the standard would nearly ensure that a deal would be made with the founder.
Meanwhile, activist investor Carl Icahn sued Dell and its board Thursday, his latest attempt to derail Michael Dell's $24.4 billion bid.
Icahn asked a court to block the rule changes Michael Dell has proposed ahead of Friday's scheduled shareholder vote. Icahn and his affiliates also want the court to stop Dell from changing the record date by which shareholders must have purchased their shares in order to vote.
They want to stop Michael Dell and Silver Lake from voting any Dell shares acquired since Feb. 5, when his buyout bid was announced, and to ensure that Dell does not change any shareholder voting requirements.
Icahn has amassed an 8.7 percent stake in the company and is leading a charge with Southeastern Asset Management against the buyout with an offer of his own.