The company decision makers could be making a bad decision. They're likely in dire straits to be in this position in the first place. Add in shareholders, som

The company decision makers could be making a bad decision. They're likely in dire straits to be in this position in the first place. Add in shareholders, some slick marketing/badmouthing from Bain reps, and you have a good opportunity for people to act irrationally, in their personal dis-interest. Also, you can imagine that Bain has a few inside managers who do very well personally from this kind of deal.