Just to put this into perspective, only a relatively small number of people are eligible to receive the higher price: they must have voted against the buyout and jumped through some other hoops that indicate they were against the lower price. (They were forced to sell and presumably wouldn't have otherwise sold without a higher price.)
Doesn't this create some sort of prisoner's dilemma situation, in which it's in the best interest of each individual shareholder to vote no to a buyout, hoping that a majority votes yes, but if a majority votes no, noone gets anything above market price.
If you look at this as a one-shot game, sure, but it's not. If everyone votes no the buyout would be rejected and the prospective buyers would have to offer a higher price to get it approved.
The tricky thing is that shareholder voters exhibit very weird and irrational behavior (due to proxies, lobbying, the T Rowe Price craziness, etc.), so I'm not sure game theory is terribly useful to begin with here.
Only if you think the company is actually worth more. If you think it's worth less and the buyers are suckers, then you'd want to vote yes so you can get extra money before reality sets in. Which is to say, your incentives for voting line up with whether you think the buyout is a good deal.
I upvoted you, but there's still some possibility of perverse incentives. Let's say I am a stockholder, and I think the sale is a good one - these buyers are suckers! But I also recognize that most of the other shareholders feel the same. So, to hedge my bet, I vote "no" so that if it turns out the buyers were not suckers, I can sue.
My scenario is that I vote "no" even though I think selling is the right decision. I feel I can do this because I recognize my vote will likely not prevent the outcome I want, and it insulates me against the risk that I, and others, are wrong.
