Some states have conflict of interest laws prohibiting this exact process. Basically they state that conflicted directors cannot vote on such a thing and it has to be passed by a majority of non-conflicted directors or a vote of the shareholders.
We have no non-conflicted directors in this action so it would require a vote of the shareholders.
They decided to just take the shares without notice or vote.
I do not know what the NY laws are regarding conflict of interest actions of a BOD. .
News 
Market Data 
Discover 
