I get the point but it seems more personal then legal to me and...

I get the point but it seems more personal then legal to me and I don't see how the TAM board could do anything but present the "better" deal to TAM shareholders - in fact I don't see the TAM board as being the issue - I see to big boys in the form of Metal X and NST playing god -

1. Metal X was beaten with a better "offer" by NST - no question about that
2. The TAM board were obliged to "inform" their shareholders of this second offer - imagine if they'd tried to hide it?
3. Metal X tried/ is trying to "force" TAM shareholders to vote yes to something they had every right to vote "NO" to no matter how many times "binding" was written into any HOA which IMO in reality wasn't worth the paper it was written on until TAM shareholders actually vote YES which would then make it "binding"
4. NST the other big boy crashed that situation and TAM is the meat in the sandwhich - Its such a messy situation that I'm confident the court will go to the basics of what would have made a contract as agreed to between Metal X and TAM and this is where Metal X have next to nothing to stand on becasue no matter how they argue they had a "deal" - the reality was there was NO deal until TAM shareholders voted YES to it..

I don't like how either Metal X or NST have gone about this - bully boys trying to squeeze the little guy IMO.. but you have to see the skeleton on which the HOA was framed and unless there was an exclusion clause then NST were quite able to do exactly what they did and TAM were right to uphold the "binding" agreement with Metal X and present their "proposal" to TAM shareholders..

Big boys throwing their weight around but NST are not in court - Metal X are and knowing a little about law I'm of the view that the court will not find that TAM shareholders could be "forced" to accept "any offer" now matter how its been drafted - you cannot extinguish shareholders rights and in the end that was expressed - whats really bizzare is if TAM board had not have presented the NST offer but shareholders knew about it then why would they have voted "yes" knowing NST was offering them something better??

The whole argument seems silly and looks like legal bullying of the little guy and it will come down to shareholders and Metal X never had an agreement with them that was "binding" on them to accept and no amount of silly legal movers can get around that and it would set a very bad president if shareholders can be "forced" to extinguish their rights...