Everything you said is correct, at least in theory.
However, in real life money takes precedence over corporate niceties. I've seen plenty of situations (and lived some) where the owners have taken a back seat to the banks without any kind of foreclosure or liquidation actions. I suspect we're witnessing one now.
In PZN's case, it appears that there was a survival battle going on. We have no idea, other than by educated guessing, how bad things are. When you look at all the pieces, all you can conclude is that this was a desparation deal. Doesn't matter how they got there.
If you think a shareholder like Dreman will come to the rescue and give the rest of us any better deal than what is proposed, it's wishful thinking. There are no white knights in this story.
FWIW, Doc and Beasely are in the same boat as us. if Doc ends up with as much as a million dollars in severance (beyond his contract), I'd be real surprised - sorry, RP.
The terms of this deal were set in May, when PZN lost its ability to attract any capital. It's just a shame they waited so long to get it done.