On Thursday, members of the New York Stock Exchange will have a chance to grill the chief executive officer, John Thain, about the proposal to merge the exchange with Archipelago and become a publicly owned company in one fell swoop. The NYSE would receive 70% of the combined companies’ stock, and Archipelago the remaining 30%.

The proposal has some people pretty worked up. One member of the NYSE, Edward Reiss, has been charged with aggravated harassment for making a death threat against another member, William Higgins. Mr. Higgins is suing to stop the deal. In a phone message left in July, Mr. Reiss allegedly suggested that in the future Mr. Higgins should ask others to start his car, police said.

Why all the fuss? Naturally, people are arguing about value. In effect, the NYSE/Archipelago deal puts a price on the exchange for the first time, and some members think it is far too low. Complicating matters is that those who proposed the plan, at Goldman Sachs, stand to benefit from the deal, as does Mr. Thain.

According to paperwork filed in Mr. Higgins’s lawsuit, the valuation process that resulted in a 70-30 split is seriously flawed. The income data used to come up with the formula seems to overstate Archipelago’s prospects and underplay those of the NYSE. As stated in the lawsuit, the implied valuation for the NYSE is about $3 billion to $3.5 billion. The plaintiffs point out that the market value of the Toronto Exchange, which does about one-tenth the trading of the NYSE, is $2.4 billion. The Chicago Mercantile Exchange is today valued at more than $11.7 billion. These figures do give one pause.

The bottom line is that some NYSE members doubt that the management of the exchange did everything possible to secure the best price. Further reinforcing this notion was the news last week that an investment group, including private equity firms Bain Capital and Blackstone Group, had been rebuffed in their efforts to move forward with an alternative (and more generous) offer in June.

At the end of the day, a number of old-timers on the exchange (who did not want to be quoted) say most members are likely to vote in favor of the deal. Though some news organizations reported on Friday that additional members were signing on to Mr. Higgins’s suit, it turns out that the recently added names were already suing and that the court simply ordered them to join forces. There does not appear to be much momentum in the opposition movement.

On the contrary, most members are pretty tickled that the value of their seat has climbed to $2.8 million last week from $975,000 in January of this year. Also, cooler heads agree that the NYSE had to gain access to an electronic trading platform, such as Archipelago’s. To compete with other electronic platforms worldwide will be increasingly difficult, despite protective measures and the clout of having the best trading brand.

Jim Rutledge, who has been a member of the NYSE since 1973, points out that the combination with Archipelago may also allow the exchange to trade options and other products like ETFs more aggressively. He is part of a group that is pushing for a chance to vote on the deal.

The bullish case for the transaction is bolstered by the fact that the exchange would emerge as a publicly owned company. The NYSE would henceforth be in a much stronger position to expand outside America via combinations with international exchanges. For any company, having a publicly traded stock confers broader financial flexibility. In short, most people will agree that the tactical advantages of the deal are many. It’s the terms that have some so riled up. It’s also the overwhelming presence of Goldman Sachs in every corner of the deal.

Goldman is acting as an adviser to both Archipelago and the NYSE – a terrible idea. Also, Goldman is a part-owner of Archipelago, and so is an interested party. Of course, the firm is also a seat holder on the exchange. And, in case you’ve forgotten, Mr. Thain was president and COO of Goldman before taking over as CEO of the exchange. Moreover, the suit claims

Mr. Thain still owns 2.2 million shares of Goldman stock, worth about $250 million. He clearly has a vested interest in the enrichment of Goldman, and seemingly should have recused himself from the deal negotiations.

Mr. Higgins’s lawsuit offers one version of the course of events that led to the merger proposal. It claims Mr. Thain took on the project almost single-handedly, and brought in the board only when the outline of the deal was in place. Also, though Lazard was hired to produce the requisite fairness opinion, it relied almost exclusively on Goldman’s valuations in its appraisal. The lawsuit claims Mr. Thain’s actions break the NYSE’s own rules forbidding self-interested dealing.

What was John Thain thinking? Given the huge upheaval at the NYSE over the past few years, and accusations of improper governance, one would have expected management to turn cartwheels to avoid even the appearance of impropriety. Unhappily, there’s enough messiness about the deal’s origin to give members pause. And they certainly have been egged on by Kenneth Langone, a former NYSE board member and head of the compensation committee responsible for the extremely generous payments to a former chairman of the exchange, Richard Grasso. Mr. Langone has been trying to rally opposition to the deal. Whether Mr. Langone is simply angry that the exchange treated his friend, Mr. Grasso, so rudely, or whether he truly believes he can find a better offer remains to be seen.

The best guess at this point is that members will get a chance to vote on the deal in the next couple of months. Management may have to offer a sweetener to get the deal done. The terms have already been amended to shorten the lock-up period during which members will be required to hold their stock.

In the meantime, some see opportunity in buying a seat for less than $3 million. The implied value of the deal today is roughly $3.6 million. If the deal goes through in a timely fashion, and especially if the terms are made just a little tastier to appease Mr. Higgins’s group, this could be one heck of an arbitrage opportunity.