The GameStop CEO's publicity stunt to buy eBay should have been stopped by his board. Their fiduciary responsibility includes oversight to prevent such actions, which damage credibility and ultimately harm shareholders when the market calls the bluff and the stock price falls.

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.

The structure of public company boards often fails to align with shareholder interests. Directors are highly compensated regardless of performance and often lack significant personal investment, creating a culture of complacency where they act as a rubber stamp for management rather than a check on power.

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.

During the Chairman's take-private bid for HUMM Group, the board's failure to secure a standstill agreement was a critical error. This allowed the Chairman to perform due diligence and then, after his bid fell apart, buy more shares to increase his control, disadvantaging other shareholders.

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.

A key, yet sensitive, reason for a sale is when the current management team lacks the skills for the company's next growth phase. For example, a manager skilled at early-stage growth may not be suited for a larger enterprise requiring extensive M&A. A sale brings in a new owner with the capital and team for that next level.

Contrary to popular belief, the doctrine of shareholder primacy is a recent invention. For most of corporate history, companies were chartered for a specific public benefit, and subverting that mission purely for shareholder profit would have been considered a crime.

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.