If the shareholders and board agree to all accept the lower offer then there still might be a problem because VCs also have a duty to their LPs and own share/st

If the shareholders and board agree to all accept the lower offer then there still might be a problem because VCs also have a duty to their LPs and own share/stakeholders (both other partners at the firm and the LPs). In theory, with agreement from absolutely everybody, you could accept the lower offer. But that rarely happens, because why would a shareholder care that you don't want to go and work for Yahoo? They want the additional $200M. Also by not accepting the lower offer from Google, they are hoping that Google comes back and matches the Yahoo offer - knowing that Google know that they can't possibly accept a lower offer. The management at Yelp must own enough of a stake in the company, or control enough of the board or voting rights to prevent a forced sale from the VCs. I can imagine that in almost any other company the VCs may have forced the sale to Yahoo.