Message Font: Serif | Sans-Serif
 
No. of Recommendations: 12
I was speaking to the head of my company's legal dept this afternoon and took advantage of the opportunity to get some info that might be relevant to YONG shareholders, if MS does eventually make an offer to buy out the other shareholders. She had recently been involved in the buyout of a company's minority shareholders so I knew she would be a good source of info.

She believes, that regardless of whether the company is incorporated in Delaware or Nevada, there is technically no requirement that there be a "majority of the minority" vote. However, most Board of Directors will usually require that there be a majority of minority vote before accepting any offer as a CYA, as it gives the Board a better defense from shareholder lawsuits. Even with D&O insurance, the BOD will do what they can to avoid or reduce litigation.

If YONG gets an offer that you, as a shareholder, feel is below a fair value, she recommended writing a letter to the Chairman of the Board to 1) explain why you believe the offer is too low 2) push that they require a majority of the minority vote before acceptance and 3) request a listing of all shareholders.

Now 1) and 2) I had already planned to include in a letter to the Chairman if we end up in this situation. However, I wouldn't have thought of #3. It's an interesting suggestion. The idea is that it puts the Board on notice that shareholders will be fighting the acceptance of any unreasonable offer and that a shareholder may start contacting the other shareholders to recruit others to fight the deal. She thinks this is just the type of thing that would make the BOD nervous about accepting an unreasonably low offer. Ultimately, I think, the threat of shareholder lawsuits (class action, etc) is really the key to this.

Now we're not 100% sure that you are really allowed to contact other shareholders if you do receive the shareholder listing, so if it does get that far, make sure you get some formal advice before doing so. But regardless, we would have nothing to lose by requesting the listing from the Board.
Print the post  

Announcements

What was Your Dumbest Investment?
Share it with us -- and learn from others' stories of flubs.
When Life Gives You Lemons
We all have had hardships and made poor decisions. The important thing is how we respond and grow. Read the story of a Fool who started from nothing, and looks to gain everything.
Contact Us
Contact Customer Service and other Fool departments here.
Work for Fools?
Winner of the Washingtonian great places to work, and Glassdoor #1 Company to Work For 2015! Have access to all of TMF's online and email products for FREE, and be paid for your contributions to TMF! Click the link and start your Fool career.