I might not have been completely clear, but what I'm attacking is not the fact that they sue under these circumstances but the fact that the board is sued on the basis of their judgement.
The board of Yahoo has, for some reason, decided that it is in the companys best interest not to take the offer. This is their judgement. What I'm attacking is that they are being sued because of their judgement. And the reason you pick a board of directors in the first place is to exercise judgement.
And if the board is constantly being sued whenever they make a move that is not entirely predictable and not in any way offending to anyone they don't make judgements based on the companys best interest, but based on their fears of repercussion through legal action.
I see your point that if you are a minority investor there is not much you can do if you don't believe in the boards decisions - but then you should sell your stock.
You just described the underlying problem with a suit such as this. There is a concept called the "business judgment rule:" if a shareholder sues the board for a breach of fiduciary duty of care, a court is unlikely to second-guess a business decision if it was made in good faith and was informed. So, the system does give deference to the judgments of the directors. Its existence is just buried deep in the folds. :-)
Well the US isn't as bad as the Europeans think :-)
By the way, if this lawsuit upset you, then I really shouldn't tell you that Yahoo was already being sued for refusing to do a deal with Microsoft last year!
The board of Yahoo has, for some reason, decided that it is in the companys best interest not to take the offer. This is their judgement. What I'm attacking is that they are being sued because of their judgement. And the reason you pick a board of directors in the first place is to exercise judgement.
And if the board is constantly being sued whenever they make a move that is not entirely predictable and not in any way offending to anyone they don't make judgements based on the companys best interest, but based on their fears of repercussion through legal action.
I see your point that if you are a minority investor there is not much you can do if you don't believe in the boards decisions - but then you should sell your stock.
Just my opionion :-)
Oh - and welcome to YC news, hope you like it.