[jrsnyder]

But all shareholders should have factored in the risk of this situation arising when they purchased the shares, should they not have? The risk of a future buyout-by-vote was always present. This scenario, I assume, was covered in the shareholder agreement?

[praxulus]

Yes, but the the situation they agreed to was not "majority shareholders can force them to sell for whatever they want. Period." It was that they can be forced to sell, and then they can go to court and say that the price they got was not a fair appraisal of the value of the stock. Now they're arguing that $13.75 was not a fair appraisal of the value of the stock.

[kazinator]

And that shareholder agreement doesn't say that after the buyout occurs, those who no longer own the shares are entitled to fantasy money.

[imh]

It sounds like they don't have to factor in the risk of others not doing their fiduciary duty, because the courts will enforce it.

[jrsnyder]

Okay, yeah, dctoedt points to the law[1] where this is described. I did not know about this law.

Interesting, though, that the courts' appraisals are trusted over the market in this case. It's sort of like an anti-crowd-dynamics protection, but only for people who vote no. Your decision over whether to vote no is influenced by your knowledge of likelihood for the total vote to succeed, as henrikschroder mentions[2].

[1]: https://news.ycombinator.com/item?id=11816921 [2]: https://news.ycombinator.com/item?id=11816784