(03-19) 04:00 PDT New York --

Bears Stearns shareholders are likely to try to stop JPMorgan from snapping up their company for just $2 per share. But any opposition to the purchase may be in vain.

"Basically everyone is angry and upset," said Rob Sloan, head of the financial services practice group at Egon Zehender. Because of that, shareholders are likely to fight the deal, he said.

"If they vote to fight, the business is so decomposed, it's not really worth anything anyway," Sloan said. "There's really no option" but to accept the current price.

On Sunday, Bear Stearns Cos. agreed to sell itself to JPMorgan Chase & Co. for $2 per share - which amounts to less than $250 million - a price some analysts have speculated is well below the actual value of Bear Stearns' assets. Because of a two-day jump in JPMorgan shares, Bear Stearns shares are valued at $2.34 under terms of the deal. The stock closed Tuesday afternoon at $5.91, well above the deal price. The perceived lack of fair value is likely to spawn lawsuits.

"Is Bear Stearns worth more than $2?" Sanford Bernstein & Co. analyst Brad Hintz asked. "Definitely it is."

Assets and operations that could survive despite the deterioration in the credit markets are worth billions of dollars, Hintz said. The company's headquarters in midtown Manhattan alone is said to be worth more than $1 billion.

Sloan said uncertainty about the value of certain securities in Bear's portfolio that JPMorgan will inherit as part of the deal makes determining the company's actual value a mystery.

JPMorgan would not have done the deal without the Federal Reserve essentially protecting it against $30 billion in losses, said Matthew Kaufler, portfolio manager at Touchstone Value Opportunities Fund. Kaufler said not many other companies would have even considered it.

Sloan notes that shareholders, which include many of the company's employees, face stiff obstacles. With Bear Stearns' board of directors already approving the deal and support coming from the government, lawsuits are probably a moot point, he said.

Any lawsuits will probably be reviewed after Bear Stearns' shareholders vote on the deal, said Jill Fisch, the T.J. Maloney professor of business law at Fordham University. Part of the reason shareholder approval is required is to bring up and resolve issues that otherwise would have to be resolved through litigation, Fisch said.

According to the terms of the deal, JPMorgan can put the deal to a vote for an unlimited number of times for up to a year.

Even if shareholders do manage to stop the sale through a lawsuit or by voting down the acquisition, it could end up costing them even the amount JPMorgan offered. In a liquidation, for instance, equity holders would be at the bottom of the pecking order.

"Any outcome is uncertain, but it's unlikely it would improve," John Penn, a partner at the law firm Haynes and Boone LLP, said of a scenario where JPMorgan does not acquire Bear Stearns.

This article appeared on page C - 4 of the San Francisco Chronicle

I was awake and could feel everything - but I was paralysed and couldn't speak. 'Pass the scalpel', said the surgeon ...

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She was lying on an operating table for a tooth extraction due to an abscess ? a procedure she'd been assured was routine.

Minutes before, the anaesthetist had administered something into a tube in the back of her hand and she felt a woozy, relaxed feeling wash over her.

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Terror: Diane Parr was in such pain, she thought she might suffer a heart attack

She began to count backwards from ten, as instructed, but as she was wheeled into theatre, she realised she could feel the trolley judder beneath her and hear the voices of the theatre staff.

"I thought they were being rude and ignoring me," recalls Diane, 44.

"Then I heard the surgeon approach the table and ask the nurse for a metal clamp to keep my mouth open."

She screamed ? but paralysed by muscle-relaxing drugs, she made no sound.

"I could feel the surgeon leaning over me and push down on my body before pulling up.

"It felt as if my tooth was coming out of my foot, not my mouth. A searing pain shot up my body.

"'It's a toughie', I heard him exclaim.

"I thought I was going to die ? not because of the pain, but the fear. I thought I was going to have a heart attack."

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Under the knife: Some 2,000 people a year are operated on while under the effects of anaesthesia awareness in Britain

At this point, the surgeon realised Diane's tooth was cracked and coming out in pieces.

"That was when he asked for the scalpel."

As it cut into her gum, Diane passed out with shock. "The next thing I remember is my mouth being stitched up. It was hideous."

It's a story many of us would dismiss as urban myth ? an anaesthetic dose being miscalculated so a patient wakes up during surgery or, like Diane, fails to fall asleep at all - but it happens to up to 2,000 patients in the UK every year.

Known as anaesthesia awareness, this terrifying phenomenon is the subject of a new Hollywood film, called Awake, to be released next month.

In the film, a character played by Hayden Christensen wakes up during an operation as the surgeon is about to cut open his chest. He can feel everything, but cannot move or speak.

Anaesthesia awareness usually occurs when muscle-relaxing drugs are used, rendering the patient paralysed. It is estimated that these are used in 10 per cent of operations.

"Anaesthesia awareness has caused some of the most severe cases of post-traumatic stress disorder I have seen," says Professor Michael Wang, a clinical psychologist at the University of Leicester.

He says it doesn't matter whether the operation is a major or minor one.

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Fiction: But new movie Awake tells a story which is all too real for thousands of patients

Diane, who lives in St Teath, Cornwall, with her husband, Tim, and daughter, Dawn, 22, says the experience has "ruined" her life.

"I changed from an outgoing, laidback person into a woman angry with the whole world," she says.

"I couldn't work, I lost friends, and it nearly cost me my marriage."

Six years ago, while living in the North of England, Diane was admitted to Hull Royal Infirmary to have two teeth extracted under general anaesthetic.

"I had absolutely no reservations about the anaesthetic," says Diane, a children's party entertainer.

"This was simply a 20-minute procedure to take out a couple of teeth."

In the theatre prep room, the anaesthetist put a cannula tube in the back of her hand and told her to count backwards.

But it later emerged that he administered only a dose of atracurium ? a commonly used muscle relaxant. This was because her mouth needed to be clamped open to extract her teeth.

"I began to feel floaty, but then I was aware of being wheeled into theatre.

"I thought 'I'm not asleep', but at the same time I couldn't move.

"I also couldn't see ? I think my eyes had been taped with plasters."

The anaesthetist had assumed, wrongly, that because it was a dental operation, the surgeon would apply a local anaesthetic to the mouth.

The surgeon, however, had assumed that Diane had already been given a full general anaesthetic.

After 37 minutes, the operation ended and Diane was given another injection to reverse the relaxant.

"I shot up, desperate to get the ventilator tube out of my throat.

"The theatre staff watched in horror. Then shock kicked in and I began to sob.

"One of the nurses screamed 'Oh, my God, she was awake!', to which I replied: 'Of course I was awake ? the whole bloody time!' The anaesthetist ran out of the room."

What is worrying is that had observations of Diane's pulse and blood pressure been done during the operation ? in accordance with the Royal College of Anaesthetists' guidelines ? staff would have realised what was going on.

A hospital inquiry found the anaesthetist negligent and in 2002, Diane received a £15,000 out-of-court settlement.

Back home, Diane struggled to get over her ordeal. "I would lie in bed, reliving the event over and over.

"My daughter left home, and my work and marriage suffered terribly.

"In the end, I thought it would be better for everyone if I drove my car into a wall."

Professor Wang ? who counselled Diane for months after her ordeal ? estimates between 50 and 80 per cent of patients who are awake during surgery suffer post-traumatic stress disorder. It is, he says, similar to being tortured.

Around six million general anaesthetics are administered in the UK each year.

According to the Royal College of Anaesthetists (RCA), between one and two people in 1,000 experience some degree of anaesthetic awareness.

"Anaesthesia is a scientific balancing act," says Dr Keith Myerson, an RCA spokesman and a consultant anaesthetist.

"You have to try to ensure pain relief and loss of consciousness while minimising the side-effects of the drugs, such as a reduced supply of oxygen to the blood and the brain.

"But anaesthetists are highly skilled and while incidents of awareness do happen, they are extremely rare."

One solution is a brain monitor, which measures electrical signals and can identify when a patient is in distress. It is already used in some UK hospitals for high-risk patients.

Another option is "isolated forearm" technique. A tourniquet-style band is placed around one arm, cutting off the blood supply from the rest of the body. This means it isn't affected by the muscle relaxant and enables the patient to move their fingers if they're still awake.

Professor Wang is calling for the forearm technique to be used routinely, but the RCA is more reserved, stating that patients are constantly monitored during surgery and an anaesthetist will be able to spot a patient in distress.

In 2006, Diane had to undergo another general anaesthetic to remove lumps in her breasts.

"I was terrified," she says, but the forearm technique was used and the operation was without incident.

"The college says that if patients are monitored, then there's no need for things like the forearm technique, but why shouldn't there be an extra safety net?

"I'm convinced the reason some people don't survive surgery is because they're awake during it ? but they never live to tell the tale."

■ AWAKE is released nationwide on April 4. For more information about anaesthetics, visit www.rcoa.ac.uk.

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