If an acquirer wants to acquire shares in a public company (or any company actually) it makes the offer to the shareholders and they are the ones who decide to accept or not. The proposed transaction is between the acquirer (who wants to buy the shares) and the current owner of those shares (the shareholder). The Board manages the company but is not itself an entity (it's a group of people) and cannot therefore own shares (tho individual directors can and usually do).
The Board can make a recommendation to its shareholders about whether it thinks the offer is fair or not (based on their usually greater knowledge of the company and its worth), but it is the shareholder who decides whether to accept.
The underlying suggestion that a Board or CEO is essentially forced to do something bad for the company because of some underlying obligation to make shareholders money etc etc is false. Directors owe fiduciary duties, but they are proscriptive, not prescriptive in this way. One of the most commonly repeated falsehoods is that the Board is under some duty to maximise profits etc - that is proved wrong not least by the existence of non-profits...
The closest analogy is someone owns and investment property being managed by a real estate agent. A buyer approaches and says "I will pay you $x for the land". The agent can say "Hey I rent this out all the time, it can earn $z over t years, so I think it's worth $x + y, or $x - y" but it's up to the owner to say yes or no.
The above ignores eg competition law issues (laws that prevent an acquirer buying companies where there is likely to be a substantial lessening of competition), potential conflicts for share-owning directors, and the myriad statutory considerations etc but is the basic underlying position.
What's more likely, I think, is that the CEO meant was that if he declined the offer, the board may fire him and replace him with someone who won't decline it. So if it's an eventuality either way, he may as well be the one to lead it.
While that isn't true, if a corporate board takes actions that are contrary to shareholder interest, they open themselves to liability. In the case the GP is talking about, where a buyout offer exceeded any amount of return that the company could possibly provide while remaining independent, shareholders would absolutely have a case if that acquisition offer had actually been turned down.
If one can't cite a specific US code, it's not a legal obligation. It could be in a charter or contract, but it's not US law. Feel free to correct me if you can cite one. I believe this is a good starting point: https://www.congress.gov/advanced-search/legislation
Fiduciary duty doesn't apply to most non-finance related companies. It's mostly something that investment firms are required to do. And you'll know if you become their client. If Google is doing that they definitely need broken up. It means they have a duty to use your money to make more for you, and not lose any if possible.
See, for example, Section 5231 of the California Corporations Code.
https://codes.findlaw.com/ca/corporations-code/corp-sect-523...
Which boils down to the same thing. Incorporate where it's not. Viola - no legal obligation.
Likewise I have yet to hear a coherent legal justification for the idea of the "state monopoly on violence" that doesn't boil down to a just-so story invoking the fiction of the social contract (even the US only grants a limited exemption to this via the second amendment and even that still uses the context of "militias"). But even in Civil Law systems that doesn't mean the state won't act as if it is a thing and base legislation on that assumption.
This doesn’t stand up to scrutiny (there are many publicly traded companies that build immense long term value, and there are multiple reasons why companies fail to produce long-term value).
It is easy to be a critic (and fine), but do you have an alternative to publicly traded companies that you think would , on balance, be better?
But instead it was sold to a company who specialized in breaking up companies and selling them off for parts while squeezing out the last $ they could / maximizing income and discarding the resulting nothing.
You can have a viable speciality car manufacturer that employees a handful of people to build a couple of cars a year. There are tons of such shops building hot rods, doing EV conversions, building movie cars, and things like that.
You can’t build a viable commercial social media site that serves 50 users.
Another (perhaps more drastic) approach would be to force shareholders to hold their shares for a minimum period of time, or institute a mechanism that distributes losses across the shareholders of the last X years. That would incentivize long-term investment strategies over short-term rent-seeking.
Or you use taxes. In Germany (where I live) we have a speculation tax on property, for example: If you (as a private individual) sell a property less than 10 years after you have acquired it, any profit from that sale is taxed as income. After the 10-year cut-off you don't have to tax it at all.
The US tax code already does this by differentiating tax treatment between short- and long-term capital gains, although you might argue that the time required to qualify as long-term (1 year) is too short.