antitakeover statute

(redirected from Anti-Takeover Statute)

Antitakeover Statute

A law at the state level prohibiting hostile takeovers in certain circumstances. Different states have different antitakeover statutes, but most involve some way of limiting a potential acquirer's ability to take a bid directly to shareholders. Critics contend that these laws can work against shareholder interest, while proponents maintain that they promote stability in publicly-traded companies. Antitakeover statutes can only apply to companies registered in states having such laws.

antitakeover statute

A state law that makes it easier for a firm based in that state to fend off a takeover hostile to the firm's management. Such a statute may actually penalize shareholders since acquisition-minded firms or individuals may be less likely to make an offer for the firm's stock.
References in periodicals archive ?
Columns 1 to 5 assess how the probability that a firm might become a hedge fund's target next year is related to each anti-takeover statute.
of America, (175) which upheld the validity of an Indiana anti-takeover statute, at least twenty-nine states have adopted similar provisions.
166) the Supreme Court held that the Illinois anti-takeover statute violated the Commerce Clause of the U.
Delaware was one of the last states to enact an anti-takeover statute, and its statute gives managers far less discretion than those rushed into the code books by other state legislatures.
Simon challenged the validity of the family's controlling stake, filing a lawsuit alleging they violated Michigan's anti-takeover statute.
The Oregon Control Share Act is an anti-takeover statute that provides for the forfeiture of voting rights by certain acquirers of the Company's voting stock.
The Trusts announced that they do not expect to consummate their offer unless they are successful in obtaining a court ruling against the poison pill and the application to the Trusts of the Maryland anti-takeover statute.
action seeks, in part, the protection of New York State's anti-takeover statute which prohibits an entity acquiring 20 percent or more interest in a company from taking certain extraordinary actions, such as mergers, liquidations and sales of over 10 percent of the assets, unless approval of the Board of Directors is obtained before the entity becomes a beneficial owner.
These concerns have reinforced the calls of those seeking to restrict hostile takeovers by, for example, anti-takeover statutes in some American states and proposals for shareholder ratings changes in the UK.
Although proxy contests (also called proxy battles, fights, and wars) were infrequently used as a means of gaining control of publicly traded corporations or of influencing management policy decisions during the 1980s, recent changes in the United States business environment -- the limited availability of financing for corporate takeovers, the collapse of the junk bond market, the passage of anti-takeover statutes in 40 states and proliferation of anti-takeover defense tactics, and the active role institutional investors are now taking in the governance of American corporations -- the proxy contest has now become a very important and leading tool in battles for corporate influence and control.
While merger and acquisition activity should continue at a somewhat reduced level, proxy contests, which are fertile ground for mismanagement charges, are expected to multiply Virtually all proxy fights spawn associated lawsuits, challenging either the proxy process itself or state anti-takeover statutes.
Compared to most states, which have adopted multiple anti-takeover statutes of ever-increasing ferocity, Delaware's single takeover statute is relatively friendly to hostile bidders.