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The hostile offer from BGC Partners to acquire the GFI Group, a New York brokerage and clearing firm, may really just be a smokescreen. Its true intent may be to break up GFI’s previous agreement to be acquired by the CME Group, which operates the Chicago Mercantile Exchange, the Chicago Board of Trade and the New York Mercantile Exchange.

CME announced in July that it had agreed to acquire GFI in a deal valued at $580 million. The proposed deal is an acquisition of GFI, but both sides portrayed it to the public as a “strategic transaction.” CME offered its own stock as payment, about $4.55 for each GFI share, a 46 percent premium to GFI’s share price the day before the transaction was announced.

The deal had an odd appearance from the start. CME agreed that when it acquired GFI it would immediately sell GFI’s wholesale brokerage business to a private consortium for $165 million in cash. That consortium happened to be GFI’s current management, including GFI’s chairman, Michael Gooch, and its chief executive, Colin Heffron. Mr. Gooch, through the entity Jersey Partners, controls GFI with a 36.8 percent stake of the company. As part of the deal, Jersey Partners agreed to vote its shares in favor of the CME deal. If that deal falls through, the firm agreed not to support another one for a year.

Let’s stop here and reflect on that last paragraph. It never looks good when management controls the company and then arranges a sale of a crucial asset to itself. To the shareholders, it appears that management is willing to sell the whole company at a lower price to gain a critical business at a sweetheart price for itself.

Still, GFI at least checked the boxes on this type of thing. It had the transaction approved by independent directors who negotiated a provision with CME that the deal had to be approved by a majority of the minority — that is by a majority of the shareholders who are not affiliated with directors or officers of GFI and Jersey Partners. So shareholders will have a greater say on the deal to try to balance the insider transaction.

This is where BGC comes in. It is the successor to Cantor Fitzgerald led by the hard-charging Howard Lutnick. BGC announced in September that it would offer to acquire GFI for $5.25 a share, or $675 million. And to bolster its bid, BGC did something unusual. It secretly accumulated a 13.5 percent stake in GFI before announcing its offer. BGC was able to keep this accumulation secret because regulations allow a company to wait until 10 days after exceeding 5 percent ownership of a company before it needs to disclose the position publicly.

BGC’s offer has gone nowhere. BGC and GFI have been unable to negotiate the terms of a confidentiality agreement governing the exchange of information between the parties and allow BGC to conduct so-called due diligence before buying. The main sticking point is GFI’s demand that BGC agree to refrain from soliciting GFI employees. That demand is not uncommon and is designed to prevent a possible acquirer from going on a fishing expedition that is not about buying the company but identifying key employees to hire away. From BGC’s perspective, the nonsolicit provision is overbroad because it applied to the brokerage business being sold to management despite the fact that BGC was not seeking any nonpublic information on that business. GFI’s brokerage business and BGC are essentially in the same business.

BGC responded to the impasse by starting a full-fledged hostile acquisition.

But it has an uphill battle. GFI shareholders can certainly reject the CME deal, and with the stock trading above $5.50 a share, it appears they will.

But the next question is what BGC does. GFI does not have a poison pill but will most likely adopt one to prevent BGC from closing its offer.

Beyond that, even if the GFI board didn’t act, BGC is blocked by Mr. Gooch and his position. GFI has a provision in its governing documents that the transaction must be approved by two-thirds of all shareholders, rather than the standard majority. That means if Jersey Partners doesn’t want to sell — and it is not required to under the law — then BGC cannot acquire the entire company and instead would be forced to live with Jersey and current GFI management as its co-owner. Even if Jersey Partners wanted to sell, it has that agreement with CME not to support another deal for a year. That is legal in general, but it doesn’t look great given the management side deal.

BGC may have an appearance problem as well. BGC has filed a tender offer document filled with conditions that can never be met. For example, BGC’s offer is contingent on gaining two-thirds control of GFI’s board, something it cannot do because GFI’s board is staggered and a third is elected every year. The offer is also contingent on receiving information from GFI satisfactory to BGC for it to conduct due diligence. Given that GFI’s directors are not about to jump ship and any proxy contest to unseat them would take years, it is hard to see this tender offer ever closing.

In fairness, these conditions are not different from any ordinary hostile offer, where the hope is to force the directors to act. But here the people who must act are not likely to support BGC. They are not required to, either. GFI has wide latitude to reject the offer.

We are left to wonder: Is GFI management receiving a sweetheart deal? Will CME raise its price, something it will have to do to get this deal done? And is BGC acting to make a few bucks by buying its stake low and selling eventually, or is it truly serious about a takeover it cannot possibly complete?

The most likely outcome is a renegotiation of the CME offer at a higher price with a possible elimination of the management side deal. But if that does not take place, then BGC will be left with an offer it cannot close and apparently does not want to. Just what happens to GFI then is not clear.