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...