Play video

Proxy Contests

Learn how third-party acquirers and activist shareholders can use proxies to solicit votes in opposition to a company’s existing management.

Transcript

Hostile takeovers are a type of acquisition in which the acquiring company attempts to take control of a target company against the target’s wishes. Unlike other M&A transaction structures we’ve discussed, hostile takeovers bypass the target’s board. Hostile takeovers can be achieved through various tactics, including open-market equity purchases, tender offers, and proxy contests. 

We’ve already discussed the first two; now, let’s learn about proxy contests.

I. Proxy Contest

Generally...

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