RE:RE:RE:EO CallPizzaM,
Based on my experience, it's the BoD which would normally act on shareholders' behalf.
If an offer is brought to the BoD by a potential suitor, the board would consider it and inform shareholders of the offer, and BoD decision to reject or accept it. A rejection would say that the offer is not good enough for the value of the company,etc..., but the BoD is not obligated to ask for shareholders approval of this decision by the BoD. The suitor usually would come back with another offer to sweeten up the deal, which may be more acceptable to the BoD. There would be debates, arguments from many sides either in private or in public. Sometimes, there would be court cases.
If the BoD decides that the offer is acceptable then the board would call a Special Meeting recommending that offer (with a thick wad of paper for shareholders to consider) be accepted by shareholders (2/3 is required).
There may be dissident shareholders who may not support the deal, but once the acceptance is over 90%, the court would allow the deal to go through. Some stubborn shareholders may decide to go on (and on in some cases) with their non-acceptance, but they would have to pursue a lengthy and costly proceedings.
There is an option for a suitor to bypass the BoD completely and would put an offer directly to the shareholders. This kind of hostile take over would happen quite often if Mr. Gordon Gekko (Michael Douglas) is involved. He always wants to scrap current boards and replace it with his own (with him as Chairman and CEO of course).
GH
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PizzamanforAu wrote: NP,
First let me begin by thanking you for all of your insight/thoughts on Alexandria. With regards to your last post, do we as shareholders get a say if an offer is brought to the table by a possible suitor/merger or an outright sale of the company? (i.e. do we get to vote on an offer or does the BOD act on our behalf?).
Thanks,
Pizza