Hi Kemo
My understanding is that if a company approaches the Board and if they feel that the offer is OK, and that the Board could recommend ot to shareholders, then it will be released to the shareholders for a vote on acceptance or rejection.
If the Board thinks the offer is frivolous, I don't think the Board has to present it to the shareholders leaving the option to the purchaser to make a hostile takeover offer, circumventing the Board. In that case, management and/or the Board could make a case as to why the offer is too low and should be rejected by the shareholders.
That's my understanding, but please correct me if I'm wrong.
Ismore