Financeprofessor

Mergers and Acquisitions Part 2

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Hostile takeover defenses.  Takeover waves.  Still no voice, but a little better.  how to fight acquisitions Pre-bid defenses:Maximize Shareholder value!Shark repellentsSuper majority: For a takeover, you need more than 51% of votesFair Price Amendments: any takeover must be for more than some “fair price”Staggered Boards: Board members not all up for election at the same timePoison Pills (AKA Shareholder rights plans)Shop around clause: give you the right to shop around for a better dealDual classes of shares where managers/insiders hold multiple votes per share Post offer (i.e. you are in play!)Asset restructuringselling crown's jewels (divestiture, carve-out, spin-off)one-time dividend (this is also a Financial Restructuring)Financial RestructuringBuyback--possibly greenmailIncrease debtone-time dividend (this is also an asset restructuring)Litigation-sue everyoneMake it political: take it to the press etcPac-man Defense (make a counter bid on acquirer)White Knights- Find someone to come and take you over