[kllrnohj]

At $5bn Twitter & its board open themselves up to getting sued by the shareholders who were harmed for $16bn currently.

What Twitter as a company "wants" is kinda irrelevant. They have a fiduciary responsibility to their shareholders, and telling all those shareholders they just didn't feel like getting a $54.20/share deal because they didn't like the buyer and didn't want to be bought isn't really going to fly.

So any settlement will come with a requirement for Twitter to reasonable demonstrate to share holders that they haven't been harmed. And since all signs point to Twitter having the much stronger case, it's hard to imagine them just accepting much less than either the original purchase, or a penalty fee of closer to $16bn (the current gap between the share price & the purchase price)

[colinmhayes]

The state of Delaware has consistently given boards wide discretion to act as they see fit in their fiduciary duty. Unless stock holders can prove the board acted in bad faith it will be very hard to win a case against them.

[RandomBK]

>consistently given boards wide discretion to act as they see fit in their fiduciary duty

That discretion is highly limited in the context of an acquisition, where there's a high risk of conflicts of interest between the Board and Shareholders. Delaware courts have consistently limited the Business Judgement Rule in takeover situations.