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.