Why make it a BOD vote on the sale rather than a shareholder vote on the the highest monetary or share swap equivalent bid. Yes, at first light it appears to imply "funny business", but upon further thought the problems with such an unethical move of "back-dooring" are quite apparent. I do fail to see the benefits of the "back-dooring" as I have stated already and one point that I neglected to mention previously is regarding this idea of a supply contract worked in for UBS private on the buildout of a network. So , the spectrum is given away for nothing, so that UBS private can collect revenues of a few hundred million dollars max -- and this has to be split up how many ways, and not too mention this would be gross revenue, not net profit and than your looking at the revenue agency taking a much higher portion as compared to capital gains tax in the case of just selling Look for a fair price during this process. So you can see that this option makes even less sense for a back-dooring -- the fact of the matter is these guys (insiders, management, BOD) will never see the after tax dollars that they will from a sale / or joint venture that is on the up and up and what it does to the stock. I could be wrong, but logic isn't leading me to how they would make more $$$ for themselves otherwise (ie. funny business) and not to mention, why would they invite all of the legal ramifications.

Okay, back to why the vote only involving the BOD and not all shareholders. I'm looking for feedback that makes sense.

1. Does it have to do with the stalking horse -- if somebody made a $900 milllion bid, would somebody else be able to trump this when the bid became public for shareholders to vote on at a special meeting.

2. At one point, Gerry was telegraphing a joint venture partnership, and I'm pretty sure that it doesn't involve the big 3. So the theory goes that they could sell the spectrum and license to anyone with the cash for let's say $600 million at anytime if there were no strings attached. So that translates into $3.00 share price, but we know in the grand scheme of things that this is undervalued, but nobody's really going to pay much more because there's not really any hurry or catalyst because we have no competition or innovation in this country. It's safe to assume that the big 3 would gladly take out Look for this much, but it would have to be a cold day in Hell for them to actually partner with Look in a joint venture -- no way , no how, not the way they operate their monopolies. So, Look's only option (because they assume $3.00 / share is a firesale price) is to partner with someone other than the incumbents -- someone who has enough to roll out a network. This in turn would create a venture which hypothetically would create a company with perhaps a market cap. double or triple (or maybe even more, I don't know) the $600 million as there would be recurring revenues, and hopefully eventually some real earnings (remember all those tax losses). Maybe this in effect gives them the catalyst (gun to the head as 6180 refers) to implore the incumbents into some sort of action (ie. make a reasonable bid if they want the spectrum -- last chance) before incurring new compettion and perhaps they'll put up a fair price rather than trying to low-ball it. Would this make sense as to why management would take the shareholders out of the equation -- because they feel that some might be ecstatic with $3.00 / share now rather than having the vision of seeing future value which would be greater, possibly much greater (BCE has a $20 billion market cap -- quite possible a company that's stealing their business with explosive growth could have a market cap. of let's say 15 - 20 % of that -- not really that far fetched).

3. Is a vote by the BOD or the shareholders essentially one and the same as any bid proposal put through for a vote by management would pass anyways because of UBS's majority control, not too mention the other insiders of Look -- are they just trying to bypass another special shareholders' meeting to speed up the process?