It is quite correct that shareholders should be last in line and, in a bankruptcy, get nothing (or whatever's left after everybody else was paid). In that respect, the Bear Stearns was not a bailout.

Where it WAS a bailout is that there would not have been enough money, without the combined intervention of JPMorgan and the Fed, to repay a lot of the lenders to BS. The Fed guarantee to JPMorgan effectively bailed out unsecured lenders of BS - and that is quite unusual. There was no reason to do that. The only creditors with special rights in the financial world are ordinary account holders with retail banks - their deposits up to a certain threshhold are protected by a public guarantee, but this is not the kind of lenders we are talking about here.

The excuse to bail out these lenders was the systemic risk - ie the risk that BS's downfall would bring down along other banks as it was involved in too many transactions that would have failed. The case was not really made for that - and certainly not justified after the fact.

I also read somewhere that JPM was on the other end of a lot of the swaps with BS (as were many others) and this was one reason JPM moved in. I don't pretend to understand the details. But the deal could not have happened without the Fed protecting JPM against bad paper. It was a huge gift to JPM.