It is interesting the way the effect of some of the disclosures may very well be that the preferred holders are "scared" into tendering to Emmis. But I'm sure they would say that the disclosures simply represent the appropriate cautions they need to give to holder...that control of 2/3 of the preferred, by the company, equals the legal right to vote those shares for the greater good of the company as a whole (including the common stockholder).
Are you aware of any legal precedents in this area?
The problem is that, the way the preferred is set up, is that it is assumed that if 2/3 of the holders are comfortable with something, it must be okay for all of the holders. I don't think the indenture for the preferred really envisioned that the price would collapse in the market, a bunch of new investors would end up buying a ton of it for a fraction of face, and end up selling it back to the company.
The board has a fiduciary duty to the entire shareholder base. The notion that one can balance out "common" vs. "preferred," is very difficult, when, in my opinion, the interest of the common holders CONFLICTS with that of the preferred. How that is resolved is beyond me. I guess it just comes down to treating the pfd. shareholders "fairly." But is a preferred holder who wants to keep his shares, and eventually claim face plus accrued dividends being realistic...when the indenture clearly states that if 2/3 of preferred holders support it, Emmis can stick the preferred holders priority status behind ANY other new class of stock (among other actions they could take if they control 2/3).
In one sense, your beef should be with the 60% or so of pfd. holders, that were willing to sell back to the company at about 25% of their theoretical claim. Why was no one else available, in the open market, to buy out their claim from them, and defend that claim? The fact that no one was, might very well be "ominous" for the remaining preferred holders.
It seems like the pfd. stock is a "dying" security...which is why, like you, I sold out my position, in the open market, a day or two ago.
They can't very well offer more than they paid the institutions that have sold them shares to date now, can they?
I wonder if their agreements, with the institutions, to buy back their shares, precluded them from paying more than a nominal premium, to what they paid the institutions, for any additional shares they buy.