Category: Takeovers & defenses

Unsolicited bids and the tactics targets use to resist or shape them.

10 articles in this category.

• Crown-jewel defense — A tactic in which the target sells, spins or grants an option on its most valuable assets to a friendly party, making the company less attractive to a hostile acquirer.
• Dual-class shares — An equity structure with two or more share classes carrying different voting rights, typically used by founders to retain control of public companies (e.g., Google, Meta, Snap).
• Golden parachute — A contractual severance package — typically multi-year salary, accelerated equity vesting and benefits — paid to senior executives if they are terminated following a change of control.
• Greenmail — A target's repurchase of the hostile bidder's accumulated stake at a premium in exchange for a standstill agreement. Largely extinct in modern practice; subject to punitive U.S. tax.
• Hostile takeover — An acquisition pursued against the wishes of the target company’s board.
• Pac-Man defense — A defensive tactic in which the target turns around and attempts a hostile acquisition of the original bidder. Rare and aggressive; Bendix–Martin Marietta (1982) is the canonical example.
• Poison pill — A defense that lets a target dilute a hostile bidder by issuing cheap shares to others.
• Proxy fight — A campaign by a hostile bidder or activist to win shareholder votes for board seats or transaction approval, usually as an alternative or complement to a tender offer.
• Staggered board — A board structure in which only a fraction (commonly one-third) of directors stand for election each year. Slows hostile takeovers by preventing a single annual meeting from replacing the full board.
• White knight — A friendly third-party bidder that a target seeks out to outbid an unwelcome hostile acquirer, usually on terms more favourable to incumbent management or shareholders.