GTC Biotherapeutics (fka GTCB)

[cleith]

Croumagnon, I agree with your analysis. I agree that it is very likely that LFB will convert and appoint BOD members so that they can clean house. And maybe shareholder interest would be better served by LFB's management acumen.

One thing that is not clear to me is that I am not sure about the timing or how a takeover or takeunder might play out with GTCB.

There are Massachusetts State Laws that prohibit,

Business combinations with interested stockholders; restrictions

"A corporation shall not engage in any business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder, (5% or more of the voting stock)"

http://law.justia.com/massachusetts/codes/gl-pt1-toc/110f-1.html

But, GTCB's by-laws include a provision "Excluding them from the applicability of a the statute that denies voting rights to any person acquiring 20% or more of the outstanding voting stock of a corporation, unless such voting rights are approved by a majority of the corporation's disinterested shareholders."

I am not sure how to interpret the above provision within the context of the state statute, and in particular the last sentence regarding the approval by the disinterested shareholders.

Can anyone offer an interpretation of what this means?