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Sprint Nextel shareholders have officially blessed the Softbank takeover, and, while anything can happen, it is hard to see how Dish can fight its way back on Clearwire after being outbid by Sprint and receiving a tongue-lashing in a Delaware court last week. That leaves an opportunity to give some thought about the lessons learned from the fascinating struggle between SoftBank, Dish, Sprint, Clearwire, their respective shareholders.

The limited usefulness of investment bank fairness opinions. Clearwire received fairness opinions from two different investment banks (one for the full board and one for the special committee of the board) that the $2.97 per share initial price Sprint proposed to pay for Clearwire’s publicly owned shares was fair

Then the banks opined as to the fairness of the $3.40 per share when Sprint bumped its bid, the $4.40 Dish offered in its tender offer and, finally, they opined on the fairness of the $5.00 per share Sprint agreed to last week.

I guess it is hard to argue that if $2.97 was fair, $5.00 is not equally fair.

But is there embarrassment that the banks were willing to opine to the $2.97 deal when the likely final price is 68% higher? Certainly not!

After all, it happens from time to time. Another prominent example was the Great Wolf Resorts buyout.  And bankers would undoubtedly explain that their fairness opinions are based on comparable situations and certain historical and projected financial metrics such as cash flow. What an asset is ultimately worth is what someone is willing to pay, and bankers are not expected to be mind readers.

But the truth is there was always less than met the eye in the Clearwire fairness opinions. The bankers from the beginning indicated that the company could have a value based on a discounted cash flow analysis of as much as $15.50 per share, in the case of one banker, if the company successfully implemented a multiple wholesale customer strategy (which it has not to date). But each also indicated that the value of a share could be—and this sounds bizarre– negative (in the amount of around $2 per share) in the absence of a multiple customer model. Presumably when discounting future cash flow, which is negative over an extended period, one attains a negative value. So using this method of valuation, the banks provided a range of values from negative $2 to over positive $10 per share. Now there is some truly useful information the investment banks provided to shareholders.

The fact is that Clearwire needed to sign up the $2.97 per share deal in December because its future funding sources were uncertain, to say the least, and so far that multiple-customer model wasn’t going anywhere. In the absence of substantial additional funding, shareholders could have found their holdings nearly worthless in a bankruptcy or other restructuring in which existing stockholders were swamped with dilutive new share issuances to bring in some cash.

In this deal, those fairness opinions seemed like largely a check-the-box exercise where the bankers ran the numbers through their spread sheets and got the conclusions that were needed, but those opinions were not particularly significant or useful.

Fairness opinions became viewed as necessary as a result of a case in Delaware around thirty years ago where the board didn’t ask for one (in addition to not asking for very much information at all). After the directors got slammed for that, everyone started asking for a fairness opinion.

However, given how high investment banking fees are, it might be time to rethink letting bankers just run numbers through the standard formulae (which I am sure they would point out involves judgment and expertise) and instead asking the banks to assess the real strategic and financial decisions the directors are making and the bank’s view of how good those decisions are. Investment bankers are regularly asked in boardrooms to give exactly that kind of advice, but it rarely if ever ends up in materials sent to shareholders.

Don’t expect banks to volunteer for the role of giving real advice to shareholders unless a court makes them do it. It is just too easy to give, and hard to second guess, those standard forms of fairness opinions.

Strategy counts. If there was a clear winner as to who played their game with the best strategy, it was the Clearwire board. It signed up a deal with Sprint at $2.97 per share. Dish tried to engage Clearwire with a complex spectrum sale, operating agreement and governance rights negotiation that Sprint immediately attacked. Instead of buying into that process (which would have been quite difficult to bring to a conclusion) Clearwire held out for Dish making a tender offer, which at least initially did not require any action by Clearwire’s board to get on the table. In the meantime, Sprint rebid at $3.40 per share. And when Clearwire finally did recommend Dish’s tender offer at $4.40, it had negotiated Dish down to a simple agreement, which all Clearwire would have had to do is sign and Dish would take all the risk of it being unenforceable. The Delaware court blasted Dish and Clearwire for the proposed agreement, but in the process Sprint upped its bid to $5 per share.

If Clearwire’s strategy worked best, SoftBank is a close runner up. True, it, through Sprint, is probably paying more for Clearwire than it would have had to if Sprint/Softbank had played the cards for Clearwire a bit better, with Sprint ideally closing off the bidding at an earlier stage with a more-aggressive bid. But paying $2 per share more for the Clearwire shares Sprint does not own—which adds up to a bit over $1 billion– is a relatively small amount of money in the scheme of the Sprint deal. Meanwhile in the much bigger deal of Sprint, Softbank has made relatively modest concessions to Sprint shareholders. Sprint holders will get more cash from the deal, but Softbank will end up owning 78% of Sprint instead of 70% as originally proposed. Thus if the deal works well, Softbank will end up making more money as a result of its bigger equity position. And no one has ever accused Softbank CEO Masayoshi Son of being less than confident that a deal will work

Acquisition agreements are a critical development to enhance bidding. Dish was engaged with each of Sprint and Clearwire in the period before those companies signed up their respective agreements to be acquired. Dish however appears not to have been willing to make aggressive definitive proposals until after SoftBank (in the case of Sprint) and Sprint (in the case of Clearwire) had signed up binding acquisition agreements. Dish blamed a pending regulatory development, but Dish seemed to get much more aggressive when someone else signed up a definitive deal. In the words of one of my Australian colleagues, we learned in high school that girls like boys that other girls like.

Buyers put their last dollar on the table at their peril when negotiating with management. Before the recent rise of activist shareholders, a board-recommended deal, particularly one negotiated at arm’s length with a third party, would almost certainly sail through the shareholder approval process in the absence of a competing bid. Boards basically had the power to say yes. That power is eroding.

In the case of both Sprint and Clearwire, even when there wasn’t an actionable competing proposal, the buyer was forced to increase its bid to increase the likelihood of shareholder approval. That is a trend rippling around the deal world including in Glencore /Xtstrata, and T Mobile/MetroPCS, among others.

Directors may have substantial power to say no, but they have less and less power to deliver a yes. And that means buyers will be keeping their powder dry by trying to offer less than top dollar before the final negotiation with the shareholders in connection with the shareholder vote.

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