Notes:

• Voting Thresholds:
  • Unanimous Consent: For private companies or special transactions, the Board may act via unanimous written consent.
  • Written Consent: For public companies, the Board can act by written consent if the company’s bylaws allow it, though this is less common for major M&A deals which typically require a formal meeting and vote.
• Board Recommendations:
  • The Board typically recommends one bidder to shareholders (often the one offering the highest price or best strategic fit).
  • Fiduciary Duty: The Board must explain why they recommend a specific bidder in the proxy statement, referencing the advice of its Special Committee and financial advisors.
• Defending Against Derivative Suits:
  • If shareholders sue the Board for approving a bad deal, the Board can defend itself by demonstrating that they acted in good faith, received informed advice, and followed the proper process.