that's the "fly in the ointment" in so many of these deals. And half the time the "committee of independent directors" is a joke IMO. Worse than in this case (IMN) is when a company is in some trouble with most of the shareholders treading water or underwater, a deal's announced, directors reject as "opportunistic"....(more like opportunity just slipped by!)....then the stock REALLY takes a dive...been there done that.
Too bad there is not a real independent, truly neutral process available to shareholders....I guess that's asking for too much. Ironically "too much", as in the outrageous amount of money doled out to most management, is at the very heart of the problem.