Comment by tialaramex

For a large public corporation usually a clear majority of shares are held as pure investment by big institutional investors like pension companies. Their goal is to turn a small amount of money into a large amount of money without too much risk. So they have no reason to block this sort of deal.

Moreover, such companies are often desperate to minimise overheads on operations. Once upon a time they'd employ dozens of specialists, now they're relying on computer models as much as possible to reduce costs and don't much care about what's actually driving the price changes that the model is looking at.

Boards at big companies actually now know this. Suppose you're the board of a big corp and you'd like $10M each even though you didn't do a good job? Just write up paperwork saying you propose that you get paid $10M extra each because of diddly-dee, put it up for a vote by shareholders with a recommendation that they vote "Yes". A few smaller shareholders are paying attention, they'll vote "No". The big institutions are entirely on auto-pilot, and will follow your "Yes" recommendation, your vote passes, you now get $10M with no effort. Giving the board a pile of money for no reason might bankrupt the company. Not your problem, the shareholders voted for it.

For the pension company making your shareholders $10 and then asking for $1 to cover overheads from actual specialists (10%) is seen as worse than making your shareholders $8 and then asking for 10¢ to cover overheads from a few pencil pushers (1.25%) even though in the first scenario the shareholder kept $9 and in the second they only got $7.90. Nobody wants to pay 10%. The result was foreseeable but it's hard to say if it could have been prevented.

The Red Hat board will recommend shareholders accept the offer. Big institutions will (and in this case in my opinion quite rightly) automatically agree and so it doesn't matter what a handful of small private shareholders do.