Xachariah comments on Game Theory As A Dark Art - Less Wrong
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Considering the reasoning that ends in "everyone is kicked off the board," wouldn't they all talk about it for a few minutes and then reject the proposal 4-1 (or maybe 3-2)?
It seems to me the best option is to pass the proposal 3-2. Take 66% of the company's 51% share to regain board appointments, re-appoint the two who had to resign, and then kick off the lackey and get somebody else. They're buying back 34% of their shares for free.