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Other Takeover Defenses

Learn about several reactive takeover defenses a target’s board may deploy in response to a hostile bid.

Transcript

In addition to the preemptive devices we discussed in another lesson, a target’s board of directors can employ several other antitakeover defenses in response to a hostile-takeover bid. These reactive defenses are designed to either thwart the takeover attempt directly or make the target company less attractive to the hostile bidder.

Imagine that Iron Paradise, a leading chain of high-intensity training gyms, wanted to diversify its offerings by acquiring ZenDen, a popular online yoga company....

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
  • M&A Laws
  • Key Players
  • The Decision to Do the Deal
3. M&A Transaction Structures
  • Statutory Mergers
  • Equity Sales
  • Asset Sales
  • M&A: Tender Offers
  • Tender Offer Rules and Regulations
  • Proxy Contests
4. The M&A Deal Process
  • Valuation
  • First-Step Agreements
  • Due Diligence
  • Getting the Shareholder Vote
  • The Appraisal Remedy
5. The Definitive Agreement
  • Price and Consideration
  • Representations and Warranties
  • Covenants, Conditions, and Termination
6. Securities and Antitrust Considerations
  • Securities as Consideration
  • Securities Registration Exemptions
  • Hart-Scott-Rodino Act
7. Deciding to Sell and Conflicted Transactions
  • The Decision to Sell
  • Conflicted Transactions
  • Controlling Shareholder Transactions
8. Defending Against Hostile Takeovers
  • Preemptive Defenses
  • Other Takeover Defenses
  • The Decision to Defend the Company