Zen, The Art of Motorcycle Maint, & Santos, page-7

In your opinion they are "silly proposals". They are still used and effective. e.g.

https://www.sciannualmeeting.com/shareholder-proposal-to-adopt-simple-majority-voting.html

The board is there to protect the interests of shareholders! I'd be surprised if most shareholders think an opportunistic takeover bid by a predator is in their best interest.

I understand what you are saying - manage the business so well that any takeover commands a significant premium - but we don't live in nirvana. We live in a cyclical commodity business (price taker not maker) and one that periodically requires large capital investments to build large long term cash flow producing assets. Corporate raiders specialize in preying on company's with such assets in cyclical downturns.

The board doesn't drive the optimal price, the investments they make do. And the future cash flows of those investments are now being shown and a raider would like to profit from OUR (My) capital investment (equity). I'd rather the board protect that investment in any way possible, and so called "protectionist antics" are OK and have been used to positive (and negative) effect.