Debt held by insiders is last in line when it comes to bankruptcy claims of creditors. Only ahead of equity. So it doesn't make sense to convert debt to equity, but even that debt would behind third party creditors. If we go bankrupt, anyone can bid on those assets.

If they vote to approve a buyout in which they have an interest, then we need an independent committee of the board and a fairness opinion with respect to the value of the company.

Yes, they might assume that nobody is going to bother bringing a shareholders deriviative lawsuit against conflicted directors, but if this turns out to be worth billions, you will definitely find lawyers willing to take this on a contingency fee basis. That would mean they'd lose, we'd lose and the plaintiff's lawyers win.