The problem is that the courts can amend a buyout, which goes against the principles of free market capitalism ..a buyout represents a significant gain above the market price even if the offer is low relative to what it 'should' be. Matt is blaming the wrong target.
There's nothing particularly "free" about being compelled by majority vote to sell your shares at a price you don't agree to either. But, like executives' fidicuary duty not to act against the interests of their shareholders before mounting a takeover bid, it's baked into the rules of the market that shareholders and executives have freely chosen to participate in.
If you don't accept that in the interests of better functioning markets the law allows for both compulsory purchase of outstanding shares in the event of a successful takeover bid and litigation against those accused of ripping shareholders off by running down the value of the company before bidding on it, the principles of free market capitalism allow you to not even think of buying or managing a publicly owned company.
I don't think that Matt is really blaming anyone. He's just saying "Look at this situation that has happened and the oddball problems it has caused. It's kind of weird and no one quite knows how to deal with it."
It also doesn't seem that crazy to me that shareholders can sue management if they feel that management defrauded them.
