The shareholders decide. Usually until they get a certain percentage of shares, they have to buy it at market or convince you to sell at their price. I think if something like 90% agree to sell at the tender price that they are offering, then the remaining holdouts will also have to sell. But generally, they company has to buy it at market price and often times more than that to get a high percentage of shareholders to tender. So a buyout is generally good for shareholders since they get a premium to market price. For example Harrah's now has $84 offer for it to take it private, but is trading at $74 on the stock market. If the offer were to go through, the shareholders would get $10 per share premium over market price today.