That represented 66.2 percent of shares outstanding. The deal was strongly opposed by pre-IPO investor Altair US, which led the fight against the buyout, and another investor group, Merrion Investment Management Co. Approval of the purchase was recommended by proxy advisor firm, Institutional Shareholder Services, while another proxy advisor, Glass Lewis, echoing most of the arguments made by Altair, urged shareholders to vote against it. But as was said in a previous item in this publication, because management supported the sale it was highly unlikely shareholders would have rejected it. The vote was 70,370,083 shares for and 11,274,618 against with 495,516 abstentions. However, I will repeat what was said in another item in this publication—that the criticisms made by Altair and Glass Lewis will probably be picked up by law firms that thrive on litigation against publicly held companies. If I were betting on the issues that would be cited in any suit, these would include Altair’s accusation that the company was too cozy with its advisor, Goldman Sachs, with the possibility Goldman steered the deal to Vista. However, Avalara claimed there was no real interest from other potential buyers. Another contentious point was Avalara went from picturing very rosy prospects for its business a few months before the deal was announced, but then issuing more pessimistic forecasts in support of the deal. Always at the heart of fights over sales is whether investors got the best deal. Altair argued Avalara was in a market with temporary problems dragging on results and it had better prospects ahead of it. That will probably translate into an argument, along with the lack of competitive bidders, that the sale was not the best value. However, the most pertinent argument for the sale was from observers who said no matter how much revenue grew, Avalara could not make money. Avalara itself said the company requires a multi-year rebuild which would prevent shareholders from realizing appropriate gains if the deal were rejected.