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,...