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Suppose I own 30% of a company and make a tender offer to buy all shares (e.g., at 120% of the current stock price) and thereby make the company private. Also, suppose the board of directors supports my proposal and places it on the next proxy vote.

Do my 30% of shares count for that proxy vote? Or, is it effectively like only 70% of the shares exist and a majority of that 70% is needed?

Intuitively, I would think that my shares should be excluded...this becomes more evident if I change 30% to 51% above. But, I can't find a reference.

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    Intuitively, I would think that my shares should be excluded Why? I don't think that's intuitive at all... – quid Nov 8 '19 at 22:13
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    Why would it go to a vote? Wouldn't it be up to the other shareholders whether to sell to you or not? – jcm Nov 9 '19 at 2:39
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While I dont have the answer to your actual question, it seemed malformed. A tender offer is an offer to receive more shares, usually at a higher price than usual, from current shareholders rather than from the company. It would not turn a company private. I believe the vote you are thinking of would be to do a reverse stock split.

https://www.sec.gov/fast-answers/answersgoprivhtm.html

was one of my references and it reminded me as well that different states have different shareholders rights, so you would need to be more specific, but I am 100% sure the information you are looking for are available via government documents.

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  • No, tender offer is the right terminology for offering to buy the outstanding shares and take a company private. Nothing to do with a reverse split. In fact, the document you link to explicitly refers to a tender offer (first bullet point). – Charles E. Grant Apr 7 at 3:12

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