Most founders don't realize that boilerplate charter language like 'to pursue any lawful act or activity' legally binds them to shareholder primacy under Delaware law. This creates a critical divergence between a company's stated mission and its actual legal purpose.

Experienced board members provide maximum value by defining the acquisition framework and target criteria upfront. Their involvement in a specific deal's diligence is often too late, leaving them with only a "go/no-go" decision, a tool to be used sparingly, primarily to enforce the agreed-upon framework.

A board's duty to maximize shareholder value is an expected value calculation. A $100B offer with a 75% chance of closing is valued at $75B, making an $80B offer with 100% certainty more attractive. Boards weigh financing and regulatory risks heavily against the headline price.

Despite Warner Bros. having a "no shop" provision with Netflix, their board has a fiduciary duty to consider a superior offer. This creates a loophole where a persistent bidder like Paramount can force the target to re-engage, keeping the auction alive even after a winner is chosen.

Most founders don't realize the standard "any lawful purpose" clause in their corporate charter creates a fiduciary duty to maximize shareholder value. This seemingly innocuous phrase can legally compel a founder to accept a buyout from an undesirable acquirer, even with founder control.

The adage 'biotech companies are bought, not sold' means an acquisition is typically not the result of a company actively seeking a buyer. As with Portola's sale to Alexion, it is often a fiduciary responsibility to consider an unsolicited offer, even if the internal plan is independent growth.

The standard "any lawful act or purpose" clause in your startup's charter is not a grant of freedom. Courts interpret it as a fiduciary duty to maximize shareholder value, potentially forcing you to sell to the highest bidder, even if it contradicts your mission.

A 'hostile' takeover bid is not defined by personal animosity but by a specific procedural move. After being rejected by a target company's board, the acquirer bypasses them and makes their offer directly to the shareholders. The 'hostile' element is the act of circumventing the board's decision-making authority.

The default legal structure of most companies creates a fiduciary duty to maximize shareholder value. This isn't a suggestion; it can legally force a board to sell to the highest bidder, as seen when health company Vectura was forced to sell to Philip Morris, leading to its destruction.