WeDriftEternal t1_iu39cmd wrote on October 28, 2022 at 6:02 AM

When these transactions occur, it goes through a process with the shareholders.

The first step is agreeing to the sale price. This is put to a vote, if this passes a majority vote of the shareholders, well.. kinda thats it. The company is going to be sold. The shareholders have no more say, you can't "refuse to sell", the decision has already been made, you had your option already to vote against the sale, but the other side won. The owners of the company (shareholders) have made a majority decision and it goes, your shares will be sold whether you like it or not. There are some outlier exceptions, but not important enough to get into.

tl;dr: You can't refuse to sell once the sale is approved by the shareholders.

ArcanumOaks t1_iu3acj0 wrote on October 28, 2022 at 6:15 AM

How does a sale price get agreed on in a fair way if the person buying the shares is the majority share holder?

WeDriftEternal t1_iu3ak95 wrote on October 28, 2022 at 6:18 AM

Whoever is buying the company makes an offer, it can get negotiated by the company/board. Once the negotiations are complete, they can put it up to a vote. Don't overthink this too hard, its not as strange a transaction as you may think.

There are some outlier situations where a certain large shareholder may not get to vote if they have a conflict, but not always. Even as the majority holder, well, in many cases, of course being the majority holder means you can make the decisions, even to sell.

LochFarquar t1_iu49ixg wrote on October 28, 2022 at 1:16 PM

That's not the case here, but in cases where it is there are a few different steps that are put in place: the Board of the target company appoints a special committee that is comprised of people who are not affiliated with the majority owner, the special committee hires an investment bank to evaluate what price would be fair to the shareholders and give a "fairness opinion" that the committee can rely on, the special committee (with help from investment bank and lawyers), and then once a transaction is agreed on its approve "majority of the minority" (i.e. by vote of the shareholders other than the majority shareholder/buyer). Then there are inevitably lawsuits claiming that the transaction was unfair.