Andrew Winning/Reuters and Muhammad Yamin/Reuters

It may be an ego-bruising realization, but sometimes in a deal public shareholders just don’t matter.

Two recently announced transactions — the Starbucks Corporation’s $620 million acquisition of Teavana Holdings and Freeport-McMoRan Copper and Gold’s $9 billion deal for Plains Exploration and Production and the McMoRan Exploration Company — highlight how shareholders do not necessarily have a voice.

In November, Starbucks announced its deal for Teavana, a publicly traded company. But the deal had an unusual twist.

A typical acquisition agreement allows the board of the target company to terminate the deal if it is voted down by shareholders or a competing bidder emerges. In either case, the idea is to allow the board to satisfy its duty to obtain the highest price reasonably available.

In this case, Starbucks did allow Teavana to accept a higher bid up until the time the deal was approved by shareholders. The twist was that Andrew T. Mack, the chief executive and chairman of the board, and three other shareholders held 74 percent of Teavana.

So on the day the acquisition agreement was signed, the four controlling shareholders executed a consent approving the merger. Once the consent was executed, Teavana lost its right to terminate the agreement to accept a higher competing bid.

The result was that public shareholders had no say in the deal — and there never was a possibility for a better offer, given the short time between signing and consent.

Starbucks used a tactic known as the Open Lane structure, an approach validated by a Delaware Chancery Court opinion.

Why have an option to accept a higher bid, if even for a few hours?

It seems silly, but the deal was structured this way to sidestep a previous decision of the Delaware Supreme Court called Omnicare, which held that a target company’s board could not fully lock up a deal. The Open Lane structure ostensibly sidesteps this prohibition by allowing for a period of time, however short, between the signing of the agreement and shareholder approval.

And it was a very short period indeed. The agreement allowed Starbucks to terminate the deal if it had not received the shareholder consent by 6 a.m. the day after signing.

The Teavana approach is an aggressive form of the Open Lane structure.

Most other deals that have employed it — including Thoma Bravo’s $1.1 billion acquisition of Deltek, Bayer’s $1.2 billion bid for Schiff Nutrition and Genesee & Wyoming’s acquisition of RailAmerica — have provided for a longer period to allow a third-party bidder to emerge. These deals included terms that allowed the boards to terminate the transactions for up to 30 days.

That is what happened in the case of Schiff Nutrition, where the Reckitt Benckiser Group was able to make a competing bid.

The boards of the target companies in the other deals probably demanded that such a period be included to satisfy their obligations to perform a “market check” under Revlon, the Delaware doctrine that requires a board to obtain the highest price reasonably available.

So which form of the Open Lane structure is better, or even valid, under Delaware law? It remains to be seen, as Omnicare was a heavily criticized decision, and most practitioners believe the judges on the Delaware Supreme Court would overturn it given the chance. Four years ago, I wrote about the long, slow death of Omnicare.

The question is whether the more aggressive form of the Open Lane structure satisfies a board’s so-called Revlon duties, but the Teavana deal is unlikely to be used by the Delaware Supreme Court to answer it.

From the information statement, Teavana’s bankers reached out to five financial and five strategic companies before the announcement, but no one bit. And now, no one is likely to want to get into a bidding war with Starbucks. Still, if you were a shareholder you might have said the same thing about Schiff Nutrition.

Nonetheless, plaintiffs’ lawyers, who are challenging the Teavana deal in Delaware, are unlikely to want to pursue this issue through appeal, and instead will probably go for a quick settlement. So Teavana shareholders will probably never know if another bidder could have emerged.

There was speculation before this week that Starbucks had changed its mind about the deal, and in fact Teavana shares rose a dollar a share on Wednesday on Howard Schultz’s reiteration of the company’s commitment to the acquisition. But the speculation and market gyrations are also silly, because Starbucks cannot really back out of the deal.

The shareholder problem is more aptly illustrated by the case of Freeport, which signed agreements for two acquisitions on Wednesday.

Freeport shareholders reacted badly to the announcement, and the mining company’s shares fell 16 percent. But Freeport shareholders will not be able to veto the transactions, and the company is stuck with them.

The reason is that a buyer incorporated under Delaware law is only required to have a shareholder vote on an acquisition under limited circumstances. If the acquisition is for cash, then no shareholder vote is required. And stock is issued, then a vote is only required if the acquirer’s certificate of incorporation does not authorize enough shares to allow the issuance.

The rules of the Nasdaq and the New York Stock Exchange also require that if 20 percent or more of a company’s shares are issued, a shareholder vote must be held.

If you are a buyer, it is not hard to see how to structure a deal to avoid a shareholder vote: just use cash or a lesser amount of stock. And buyers regularly adjust the amount of cash and stock they pay to do just this. Freeport appears to have done this, issuing 90 million shares, or about 10 percent of its share capital.

The company has enough authorized shares and is not required to hold a shareholder vote, and neither is Starbucks for the same reason. Both companies are committed under their agreements to complete the deals, barring a situation in which the target company experiences a material adverse effect. But nothing of the like seems to be present here.

This is nothing new by the way. Kraft did the same thing when it acquired Cadbury. By doing so, it avoided letting criticism from Warren E. Buffett of Berkshire Hathaway, a major shareholder, affect the deal.

It is not like this in all jurisdictions. The English Companies Act requires a shareholder vote if the company buys an asset that exceeds 50 percent of the value of its existing assets. The idea is to prevent chief executives and boards from making foolish deals, a notion that has been in the news recently in relation to Hewlett-Packard’s acquisition of Autonomy.

But that is not the law in the United States, much to the chagrin of shareholders.