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IT infrastructure. In other words, a hostile takeover is the result of a situation where the incumbent board of the company, and some percentage of its shareholders, are refusing to sell the company to a would-be buyer. The existing board works to maintain its control over the company, while the hostile bidder positions itself to accomplish its goal of acquiring control over the company. In such an environment, two opinions generally emerged during the process of a takeover bid.
Many investors in the target companies joined the various investment firms that were financing these corporate takeovers. From this point of view, investors felt that corporate raiding was a good thing that took companies and assets out of the hands of poor managers and placed them in the hands of aggressive, talented managers who were prepared to work hard to make companies realize their full potential.
From the perspective of incumbent management and often the corporate employees as well, hostile takeovers simply represented greed run rampant. Ultimately, the likely result was that all parties involved — management, the employees, and the interceding investors — had varying opinions as to how to manage the company and often led to chaos within the ranks of the corporation.
However, not nearly as many jobs were lost as had been feared would result from these transactions, and many employees found themselves working for much more capable management than they worked for before the takeovers. The reason why we are studying hostile takeovers, despite the fact that hostile takeovers are not longer as common, is that such transactions continue to occur.
While excessive leverage is no longer common in such deals, it continues to be the case that hostile transactions do occur and it is important to understand both the lingo and options that will be discussed in such a situation. Faced with a hostile bidder, management has a handful of options at its disposal to consider as possible responses to the hostile offer. The list that follows provides brief summaries of those responses.
Keep in mind, however, that a creative management team may develop means of its own to respond to a bid, or combine any or all of the methods below as a method of stopping or stalling the hostile suitor. Propose a Management Plan When putting forth a hostile bid, the incoming bidders typically will disclose — either of their own free will or because they are required to do so by the SEC — their plan for reforming the firm.
This eliminates the initial need for large amounts of cash to buy shares, and also keeps the acquirer from having to liquidate its stock position in case the tender offer fails. You will need to seek out sell-side expert, and there are ones that focus specifically on these techniques. A hostile takeover is the acquisition of one company called the target company by another called the acquirer that is accomplished by going directly to the company's shareholders or fighting to replace management to get the acquisition approved. The Clorox board even sidelined Icahn's proxy fight efforts, and the attempt ultimately ended in a few months with no takeover. A hostile takeover bid occurs when an entity attempts to take control of a publicly traded company without that company's consent.
However, even if the buyer does not disclose its plans, management may themselves propose a slate of changes that they feel will win the approval of shareholders and provide the same beneficial changes as those suggested by the hostile bidder. Was it because they were protecting their jobs? Find a White Knight Management may also respond to a hostile suitor by finding an alternative bidder that it finds to be less threatening.
Typically, when faced with a hostile bidder, management will look to other potential buyers — including other major shareholders, other investment funds, or even competitors in the industry — that management would prefer to see assume control of the company, rather than the hostile bidder. Stagger the Board We already discussed the staggered board before.
blacksmithsurgical.com/t3-assets/green/nalo-romeo-und-julia.php A "staggered" board provides that only a certain percentage of the board of directors is elected during each year. A staggered board creates a situation where an incoming buyer who is attempting to take over the company by way of a proxy solicitation leading to election of their own slate of directors, will require several years to complete the acquisition.
Like the incumbent management, the bidder also has a certain set of options for initiating and completing the takeover bid. The list that follows is a sample listing of such maneuvers.