I think this is a misunderstanding between "shareholders" and "board members". Shareholders can indeed vote however they want. Board members are fiduciaries,

I think this is a misunderstanding between "shareholders" and "board members". Shareholders can indeed vote however they want. Board members are fiduciaries, and vote on behalf of all shareholders. That a board member is also a shareholder (say, the founder) doesn't remove her duties to all shareholders. While fiduciary duties are somewhat broad & fuzzy most of the time, they narrow during a sale of a company to basically "get the most money". These are "Revlon duties", after https://en.m.wikipedia.org/wiki/Revlon,_Inc._v._MacAndrews_%26_Forbes_Holdings,_Inc https://en.m.wikipedia.org/wiki/Revlon,_Inc._v._MacAndrews_%....