Fair enough. The legal entity(s) against which to file suit, and the nature of the claim, are important considerations. The relevant statutes, burden of proof, penalties and consequences are different.
I don't believe filing suit against the Directors would trigger a termination condition under the takeover proposal.
Filing suit against the company, on the other hand, I believe would trigger termination conditions. Assuming the bidder exercised their right to terminate, the company would most likely be placed into VA then liquidated. In other words, the ultimate outcome from pursuing litigation against the company would likely result in shareholders receiving nothing; irrespective of whether the litigation were to resolve in the plaintiff's favour.
Similarly, if a regulator were to take action against the company, rather than against officeholders of the company, termination conditions in the takeover offer would likely be triggered then VA, etc. Again, the ultimate outcome would likely be that shareholders receive nothing; irrespective of the success of the regulator's action.
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