literature regarding takeover defenses
and the use of governance
Boards not only have to address these new issues, but must also determine how to respond to proposals receiving a majority shareholder vote, especially those related to takeover defenses
, which are receiving high levels of support.
Thus over the last decade or so most companies have given up their takeover defenses
and agreed to various governance and compensation reforms.
48) Hence, to protect against abuses, courts hold directors to the enhanced scrutiny tests under the Revlon, Unocal, and Unitrin trilogy for determining when takeover defenses
are acceptable and what is the appropriate level of defense.
A sampling of topics includes the state law appraisal remedy; federal regulation of stock purchases and tender offers under the Williams Act; and state and federal duties related to takeover defenses
, sales of corporate control, and freeze outs of minority shareholders.
s corporate takeover defenses
will stand up against a hostile-takeover attempt by Oracle Corp.
This variation makes it possible to test the relationship of firm performance to the number and type of takeover defenses
1) This hypothesis states that a target with strong takeover defenses
will extract more in a negotiated acquisition than a target with weaker defenses, because the acquirer's no-deal alternative, to make a hostile bid, is less attractive against a strong-defense target.
sometimes help shareholders, sometimes entrench management.
Boilerplate takeover defenses
have been surmounted frequently in the past and are not likely to deter experienced hostile acquirers.
Wohl & Fruchter's investigation concerns whether Liberty Media and the board of directors of Sirius have complied with their fiduciary duties in connection with Liberty Media's efforts to acquire majority ownership of Sirius, including the failure by the board to adopt takeover defenses
, take other steps to prevent Liberty Media's acquisition of majority ownership, or impose conditions for the benefit of Sirius' public shareholders.
Since 1935, Georgeson has specialized in complex solicitations such as hostile and friendly acquisitions, proxy contests and takeover defenses