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Preemptive Defenses

Learn about certain preemptive defense mechanisms designed to deter hostile bidders.

Transcript

A hostile takeover is, broadly speaking, an attempt by one company to acquire another without the consent or cooperation of the target’s board. This type of acquisition is typically characterized by aggressive tactics, such as a hostile tender offer, proxy contest, or large-scale open-market equity purchase.

To deter hostile acquirers and protect themselves from unwanted takeover bids, companies often embed various preemptive or structural defenses in their bylaws or charters. These defenses,...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
3. M&A Transaction Structures
4. The M&A Deal Process
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