[crdb]

> But please enlighten me. What kind of conversations could have possibly happened before this letter that could justify saying something like "You invested money (or time) and we've just lost all of it. You will be getting $0. But I need you to sign this so that other people CAN get some money. Oh by the way, it's a great news!"

This reminds me of when my father's employer went out in the wake of the 1999 bubble popping. A couple of years later, the CEO sent him a very nice email saying "hey, mind signing over your stock please" and he was about to do it. I thought it was fishy that the ex-CEO want something worthless back, so I called my uncle who invests in SMEs on the side of his job and he agreed that we should ask for something back in return.

So we asked, and got, a few thousand for his stock, without a whisper of complaint from the ex-CEO (guess we asked for too little).

[unclebucknasty]

I'm reasonably certain that any of the common stockholders here can decline to sign and prevent the deal from going through.

No what they can leverage from doing that is a different story--blood from a turnip and all that. But, there's nothing that says they must take the deal as offered.

[jacquesm]

Drag along clauses exist but typically require that the stock gets paid for, if you're going to play tricks with multiple stock classes you can find yourself in awkward positions when you wish to screw the 'lower classes'.

[unclebucknasty]

Right. So, we may be able to infer that a drag-along doesn't exist or that the majority doesn't want to activate it, given that they are trying to offer zero to common, whereas a drag-along would typically require that all holders are treated evenly.

Also, the claim that the amount paid would go towards company wind-down makes you think that plan would be negated through a drag-along, as some of the cash would "leak" to common holders.

In fact, it's actually curious that they are the acquiring the company in earnest vs. just acquiring its assets. Not sure why they would acquire the liabilities to the tune of $500K just to shut-down. Just pay for the assets and let the company use the funds to shut itself down. But, who knows? Maybe there's something (like paying customers) that they are finding difficult to transfer as an asset for some reason.

[jacquesm]

All agreed. So, if you're holding common stock sit tight and don't sign anything, a better offer is likely just around the corner.