CA Corporation Shareholder Vote Issue

I have a legal question regarding California Corporation shareholder votes. I own a small amount of shares in a privately held company, and we have approximately 100 shareholders with varying amounts of shares. I also work for the same company. A larger publicly-traded firm has made a very attractive offer to buy our shares and merge our companies. It seems likely that the required 70% majority of the shares, but perhaps not the shareholders, support the merger.

We will be voting on the merger agreement and related issues in an upcoming Shareholders meeting. My question concerns concern confidentiality of the shareholder votes. As a minor shareholder, I will not be able to stop the merger, nor is it likely enough shareholders will vote against the merger.

The company's legal council says that if we vote Yes on the shareholder amendment, our votes are secret, and will remain unknown to the purchasing company. However, if a shareholder votes No, or Abstains, then that shareholder will be considered a dissenter, and our names are recorded. Once we vote no or abstain, we can waive our dissenter’s rights, but we will still be considered a dissenter. If we waive our rights we can still benefit from the purchase and sell our shares at the offering price. However, the company’s legal council says that California Corporation legal requirements say that our No/Abstain votes make us dissenters, and as such our names will be recorded and this information will be disclosed to the purchasing company, assuming the sale goes through (which seems likely)

Since I also work for this company, the disclosure of me as a dissenter, even if I waived my rights to do anything but vote against the merger could lead to a negative outcome in the future if the purchasing firm wishes to weed out dissenters.

The requirement for disclosure seems punitive, and the disclosure of my dissent, even if I waive my dissenter rights, will likely mean that the shareholder amendment would pass with a higher approval rating than in the absence of disclosure. The purchasing company will essentially enforce a larger Yes vote and remove my freedom to protest, however ineffectually, the sale of our privately-held firm to the public firm. I feel it is valuable to express such dissent, but not if I lose my job or get demoted because of it.

Is the company’s legal council correct that disclosure of the identity of dissenters in this situation to the purchasing company is required under California laws governing corporations like ours? Is this a “grey area” where there is dispute? Before I make a jerk of myself at the shareholders meeting I would like to know. Thanks for your time and advice.

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