They'll just say it's not worth 20% for big funds like Vanguard to have a taxable event. They'd need an equivalent in capital losses to avoid paying that 20% in taxes.

Or they'll delay the decision until the stock goes up to $53 from speculators and say anybody that wanted out could have just sold the stock themselves at the same value.

I don't think they even have to justify saying no, but even if they do this small premium is easy to lawyer away. Now if Elon had presented it to stockholders at the shareholder meeting and offered $420/share that would be different.