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If the alternative was better for the stockholders and the Board disregarded it, then the shareholders will sue, and win. There were some recent cases where Del
by zaroth 7y ago
If the alternative was better for the stockholders and the Board disregarded it, then the shareholders will sue, and win. There were some recent cases where Delaware courts awarded some pretty significant damages using hypothetical valuation models that were extremely favorable to the shareholders (Dell is a famous recent example [1]).
PE firms, once they own the company, can strip all the cash they want to from the company they own. There’s no law saying a company can’t be harvested for its assets if the shareholders believe that’s the most effective way to extract value from the asset.
[1] - https://corpgov.law.harvard.edu/2017/12/19/analysis-of-delaware-supreme-courts-dell-appraisal-decision/ https://corpgov.law.harvard.edu/2017/12/19/analysis-of-delaw...