Hostile takeover defenses.  Takeover waves. 

Still no voice, but a little better. 

how to fight acquisitions

Pre-bid defenses:

• Maximize Shareholder value!
• Shark repellents
• Super majority: For a takeover, you need more than 51% of votes
• Fair Price Amendments: any takeover must be for more than some “fair price”
• Staggered Boards: Board members not all up for election at the same time
• Poison Pills (AKA Shareholder rights plans)
• Shop around clause: give you the right to shop around for a better deal
• Dual classes of shares where managers/insiders hold multiple votes per share

Post offer (i.e. you are in play!)

• Asset restructuring

  • selling crown's jewels (divestiture, carve-out, spin-off)

  • one-time dividend (this is also a Financial Restructuring)

• Financial Restructuring

  • Buyback--possibly greenmail

  • Increase debt

  • one-time dividend (this is also an asset restructuring)

• Litigation-sue everyone

• Make it political: take it to the press etc

• Pac-man Defense (make a counter bid on acquirer)

• White Knights- Find someone to come and take you over on more friendly terms.