However, the Service has announced that it will apply the INDOPCO decision to both friendly and unfriendly takeovers.
The IRS has exempted most advertising expenditures but remain silent on many other common The application of INDOPCO to all takeovers by the IRS is clear; however, judicial opinion on the applicability of INDOPCO to unfriendly takeovers remains to be determined.
In stark contrast to the mid-1980s, when its earnings fell and it had to fight off an
unfriendly takeover, Eckerd used its financial resources during 1989 to acquire three chains: the 16-store Dunaway Drug Stores chain, based in Marietta, Ga.; Hilleys Pharmacies Inc., based in Burleson, Texas; and 10 SupeRx stores from Hook-SupeRx Inc., all located in North Carolina.
There are no '
unfriendly takeovers.' If the teams don't harmonize well, it's not a good acquisition."
Unlike Tribune, Gannett and, lamentably, the late Knight Ridder, these companies are protected from
unfriendly takeovers because family and management maintain control through non-trading voting stock.
In the 1980s the show followed the news, such as insider-trading scandals, and also trends, like
unfriendly takeovers.
But "if you decide to do this, do it before the IPO," Elliott warns, "because once you're public, both exchanges and the Nasdaq have very strict limits on what you can do." Family-run businesses also fear
unfriendly takeovers once the company is public, he says.
Stern: My interest in the subject really came about by trying to understand the phenomena of the 1970s and 80s--the
unfriendly takeovers. I came to the conclusion that the underperformance of corporate America was more a function of this institutional government regulatory phenomenon that was institutionalized by the act in the 1930s.
(2) Extend current antitrust laws or pass new antitrust laws to encompass unfriendly takeovers which result in excessive concentration of business and financial assets and are judged to be in restraint of trade.
(6) Empower the Comptroller of the Currency to restrict or to monitor commercial bank lending for unfriendly takeovers.
A flat prohibition on
unfriendly takeovers has a kind of appeal.
Three companies that do not have two classes of stocks are Gannett, Knight Ridder and Tribune, and it is no accident that these companies are closely attuned to the demands of Wall Street, If these companies fail to perform up to Wall Street's expectations, it is conceivable they could become targets of
unfriendly takeovers. This would never happen to a public company with two classes of stock unless the controlling family desires it.
