What must the board of the offeree seek before finalizing an offer?

The board of the offeree is required to seek independent advice before finalizing an offer to ensure that they are making informed decisions that are in the best interest of their shareholders and the company. Independent advice typically comes from financial advisors or experts without conflicts of interest, providing an unbiased perspective on the offer. This is crucial because the board must assess the fairness of the offer, evaluate potential alternatives, and understand the implications for shareholders thoroughly. Seeking such advice helps the board fulfill its fiduciary duties and aids in conducting a thorough due diligence process, ultimately guiding them in making a recommendation that is well-founded and transparent to the shareholders.

Other options, such as shareholder approval or seeking legal counsel, play significant roles in the overall process of an offer but are not initial prerequisites in the same sense. While shareholder approval might be necessary depending on the type of transaction or governing documents involved, it does not precede the need for independent advice. Legal counsel would provide guidance on compliance and legal obligations but would likewise follow the need for independent financial assessment in defining the overall strategic stance towards the offer. Market analysis is also less critical as a direct requirement compared to the need for independent advice; it may support the decision-making process but does not replace the need for thorough, unbiased evaluation