In a vote, insiders (POW! management) have the majority of shares and can vote, in, anything they choose.
When it comes to selling the company, POW! management can vote for it, by themselves.
Delaware corporate law allows dissenter rights, rights to get appraisal value for you shares. It's a lengthy process and the shareholders shoulder the costs associated with getting the appraisal, but any money above the buyout price gets interest at 5+% during the process. I believe you need shareholder going for the appraisal with more than 1% of the company to trigger it.
Delaware also has best practice guidelines for when a company gets bout out, POW! did not follow those guidelines.
The corporate law specifically states that not following the guidelines could lead to a shareholder lawsuit (it doesn't say it's an automatic win for shareholders, just that it's becomes more likely).
My plan B was to get the SEC to trigger Rule 13e-3. It would increase disclosure about POW!, formalize an auction process for selling POW! (informing all companies that POW! is for sale), and give an accounting of all POW!'s assets (no guessing how much IP there is, or different companies getting different answers from Stan and Gill). Other bidders would not appear as hostile, shareholders would be informed of what the other bids were, it's a more transparent process.
My plan C was to sue the company as an individual (not for fraud, per se). Or join a shareholder lawsuit.
I also considered asking other companies if they considered buying POW! for the IP: Amazon to develop comic books/animated series/movies similar to Marvel/Disney, FOX for the Stan Lee life story rights, they only have an option, now (right might cost them a good fraction of $11.5 million), or NBC Universal (Comcast) since they don't have any superhero IP for movies.
Lawsuit suing POW!/Stan and Gill as an individual
