If the ARG Board legitimately believes the company is worth more like 75-80 per share, they have every right - and in fact a duty - to recommend against acceptance of the present offer. They better make sure they have their numbers right, though. In any case, Board members always carry insurance against personal liability in such lawsuits. This is the stuff that bidding wars is made of. Many years ago, I rode Conoco Oil from 49 to 115 in a matter of months while a bidding war raged before duPont finally came in as a "white knight." Ah.... those were the good ol' days.