[jrsnyder]

As maxerickson said, this possibility should be covered in the shareholder agreement. For that reason, any shareholder is already responsible for factoring in the risk of a buyout-by-vote when they buy shares. They were already responsible for making their own decisions as to "fairness" of that agreement. No information was hidden before the buyout, according to the article, so no "evening out" should be necessary, as far as I can tell.

[dctoedt]

> this possibility should be covered in the shareholder agreement.

1. It's a statutory right, so it doesn't need to be and generally isn't covered in shareholder agreements: By law in Delaware (where Dell was incorporated) and probably most other U.S. jurisdictions, minority shareholders who don't vote for a buy-out, and don't otherwise consent to it, can't stop the buy-out from going through, but they have the right to demand a judicial appraisal of the "true" value of their shares. [0] [1]

2. Also, public companies normally don't even have shareholder agreements among all shareholders. The articles of incorporation and the bylaws are probably the closest approximation. In many jurisdictions, the board of directors can unilaterally change the bylaws without shareholder approval. (Shareholder approval is often required for changes to the articles of incorporation, though.)

[0] https://www.sec.gov/Archives/edgar/data/878280/0001193125082...

[1] http://www.jonesday.com/newsknowledge/publicationdetail.aspx...

[cortesoft]

So, exactly what happened here.

[jrsnyder]

Okay, I did not know about this law. Thank you.

[arjie]

And the buyer should have priced in (and probably did price in) the risk that this sort of thing can happen. I mean, this is not the first time this is happening. It's not like anyone hid the fact that minority shareholders who objected to the sale and met certain conditions could receive more money after going to court.