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Book Synopsis An Overview of Takeover Defenses by : Richard S. Ruback
Download or read book An Overview of Takeover Defenses written by Richard S. Ruback and published by Legare Street Press. This book was released on 2022-10-27 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This work has been selected by scholars as being culturally important, and is part of the knowledge base of civilization as we know it. This work is in the "public domain in the United States of America, and possibly other nations. Within the United States, you may freely copy and distribute this work, as no entity (individual or corporate) has a copyright on the body of the work. Scholars believe, and we concur, that this work is important enough to be preserved, reproduced, and made generally available to the public. We appreciate your support of the preservation process, and thank you for being an important part of keeping this knowledge alive and relevant.
Download or read book Takeover Defense written by Fleisher and published by Aspen Publishers. This book was released on 2009-12-01 with total page 2908 pages. Available in PDF, EPUB and Kindle. Book excerpt: Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target--or potential target--of takeover activities. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics State-of-the-art practical guidance, including valuable forms and exhibits A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions Expanded full treatment of merger and sale transactions Takeover Defense, Mergers and Acquisitions, the re-titled Seventh Edition of Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. And the new change of title reflects the expanded full treatment of merger and sale transactions --whether or not triggered by a hostile takeover bid. Providing authoritative guidance on every aspect of planning for an M&A transaction, or defending against, and seeking alternatives to a hostile takeover, this resource stands out as the most comprehensive and up-to-date guide currently available. If you don't have the answers to these crucial questions--you might have trouble: In the brave new world of government bail-outs, what are the rules for executive compensation and how should boards react? What is the new paradigm for acquisition agreements to address financing difficulties? How are reverse breakup fees, damage parameters and financing outs used and drafted? How has an SEC rule change caused a resurgence of tender offers? What is new in tender offer rules and tactics, including the use of top-up options? How should management and boards deal with the proxy advisory firms and institutional investors? How have shark repellents been attacked and dismantled by activists? What are the consequences and what are the board's options? Can the board resort to self-help in adopting by-law changes without a shareholder vote? What type of advance notice by-law should the company have? Proxy contests, both traditional and "short-slate" campaigns, have become much more frequent--how should boards prepare and respond? What is the effect of having a "majority voting" standard and how should it be defined? What will be the effect of proxy access and elimination of broker discretionary voting? What are the current rules defining the fiduciary duties of directors in considering unsolicited bids or strategic mergers and what courses of action are available to the board? What are the permissible techniques for selling a company? When do "go-shops" make sense? Can a buyer "lock-up" a deal with a control shareholder? How do antitrust considerations affect the board's options and strategy? What is the state of the art in poison pills? What is the utility and appropriateness of adopting an NOL (net-operating loss) poison pill?
Book Synopsis The Art of Hostile Takeover Defence by : Jeannette Gorzala
Download or read book The Art of Hostile Takeover Defence written by Jeannette Gorzala and published by Igel Verlag. This book was released on 2010-03 with total page 68 pages. Available in PDF, EPUB and Kindle. Book excerpt: The market for corporate control had been the playfield of bust-up artists and speculators seeking short-time profits during the 1980s. This had also encouraged many innovations in the art of hostile takeover defence. Until today anti-takeover defence has reached a very sophisticated level and most companies have erected formidable defences to counter aggressive corporate raiders. With her book Jeanette Gorzala provides a global perspective on hostile take-over defence during the latest merger wave. The focus lies on firstly determining the most common anti-takeover defence strategies and then in a second step evaluating their effectiveness to ward off corporate raiders. For this purpose the underlying concepts of the formal theory are presented in order to serve as a fundamental basis for an empirical study. In order to underline the theory with empirical evidence a sample of 335 hostile takeover bids launched in the timeframe from January 1, 2003 to December 31, 2008 has been analyzed. The key findings of the study are presented along two vital research questions reflecting the purpose of this book.
Book Synopsis M&A Hostile Takeover Defense by : Sameer Jain
Download or read book M&A Hostile Takeover Defense written by Sameer Jain and published by Independently Published. This book was released on 2021-02-25 with total page 114 pages. Available in PDF, EPUB and Kindle. Book excerpt: Defending against an unsolicited offer requires both expertise, as well as impeccable judgment. Multiple financial advisors are often sought to ensure that one receives best possible advice and independent opinion. Responding to a hostile takeover bid requires planning and a proactive approach to defense. Amongst increasingly sophisticated attack devices being used by hostile activists are: (a) proposing a proxy resolution for creation of a special committee of independent directors to undertake a strategic review for the purpose of "maximizing shareholder value"; (b) conducting proxy fights to get board representation; (c) convincing traditional institutional investors to support the activists' program; (d) using stock loans, options and other devices to increase voting power beyond the activists' economic equity investment; and (e) using sophisticated public relations to advance the activists' arguments. It is essential to be able to mount a defense quickly and to be flexible in responding to changing tactics. To forestall an attack, companies should understand their defense options, and consider strategic and governance issues sensibly within the special context of their needs and circumstances. This playbook built around years of real-world practitioner work on Wall Street is organized as a series of thoughtful information packed slides. It prepares the senior executive for M&A defense in the event of a hostile takeover bid.CONTENTS-Hostile Approaches-Defense Preparation-Tactical Defense-Other Options-Timeline & Actions-Poison Pills and Poison Pill Mechanics-Case Studies in M&A Defense-Board of Directors Duties-Practical Workplan
Book Synopsis An Overview of Takeover Defenses (Classic Reprint) by : Richard S. Ruback
Download or read book An Overview of Takeover Defenses (Classic Reprint) written by Richard S. Ruback and published by Forgotten Books. This book was released on 2018-02-13 with total page 34 pages. Available in PDF, EPUB and Kindle. Book excerpt: Excerpt from An Overview of Takeover Defenses In summary, takeover resistance motivated by first rationale of hidden values and the second rationale of inducing an auction can benefit target shareholders. However, the managers' natural bias is likely to result in opposition to some takeovers that would benefit target shareholders. The third reason for takeover defenses, managerial self-interest, benefits the stockholders only if resistance happens by chance to be the appropriate action for one of the first two reasons. These three reasons for takeover defenses are not mutually exclusive combinations of the three are often present in defense strategies. For example, managers may use takeover defenses because they prefer friendly, negotiated transactions. This combines elements of the three reasons for takeover defenses. Negotiated acquisitions enable the target managers to share ideas and information with the bidding firm. Consistent with the first and second reasons, this may increase the offer price. It also increases the chances of retaining the target's management team, which is consistent with the third reason. Finally, a negotiated transaction is generally more civilized: to the managers that is like an increase in compensation. About the Publisher Forgotten Books publishes hundreds of thousands of rare and classic books. Find more at www.forgottenbooks.com This book is a reproduction of an important historical work. Forgotten Books uses state-of-the-art technology to digitally reconstruct the work, preserving the original format whilst repairing imperfections present in the aged copy. In rare cases, an imperfection in the original, such as a blemish or missing page, may be replicated in our edition. We do, however, repair the vast majority of imperfections successfully; any imperfections that remain are intentionally left to preserve the state of such historical works.
Book Synopsis Takeover Defense by : Arthur Fleischer Jr.
Download or read book Takeover Defense written by Arthur Fleischer Jr. and published by . This book was released on 2021-10-07 with total page 3078 pages. Available in PDF, EPUB and Kindle. Book excerpt: Takeover Defense: Mergers and Acquisitions (2 Volumes), 9th Edition
Book Synopsis Takeover Defense by : Arthur Fleischer
Download or read book Takeover Defense written by Arthur Fleischer and published by . This book was released on 2004 with total page 1410 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Hostile Takeovers - the Use of Attack and Defence Strategies by : Panagiotis Papadopoulos
Download or read book Hostile Takeovers - the Use of Attack and Defence Strategies written by Panagiotis Papadopoulos and published by GRIN Verlag. This book was released on 2011-11 with total page 93 pages. Available in PDF, EPUB and Kindle. Book excerpt: Doctoral Thesis / Dissertation from the year 2011 in the subject Business economics - Accounting and Taxes, grade: 70, University of Westminster (Westminster Business School), course: MSc Finance and Accounting - Master Dissertation, language: English, abstract: The attack and defence strategies are of critical importance for the situation of a takeover-bid from the view of the target company or the investor (raider). They can be crucial factor whether the acquisition is successful or not. Several strategies are discussed and are evidenced on the basis of practical examples. Of special importance is the development of the bid premia during the takeover process and the impact to the shareholders wealth. It can be observed that through decades and several takeover waves in the 20th century specific defence strategies pointed out as favourites in use for target managers. This project reviews the motivations for hostile takeovers, structures the random literature in this field, discusses the effects and impacts of popular attacks and defences and showcases several high-profile takeover bids.
Book Synopsis The Poison Pill Anti-takeover Defense by : Andrew J. Senchack
Download or read book The Poison Pill Anti-takeover Defense written by Andrew J. Senchack and published by . This book was released on 1991 with total page 100 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Takeover Defense by : Shriver & Jacobson Fried
Download or read book Takeover Defense written by Shriver & Jacobson Fried and published by Aspen Publishers. This book was released on 2017-12-20 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Takeover Defense, Mergers and Acquisitions is the must-have resource for attorneys representing any target--or potential target--of takeover activities. Written by leading attorneys who have represented parties and advisors in numerous major, complex takeovers, it remains the most comprehensive treatise on the law and practice of takeover defense and mergers and acquisitions. This one-of-a-kind reference provides: In-depth analysis of all significant laws, rules, cases, issues and tactics; A truly unique focus on the concerns of public companies facing challenges by activists, hostile bids, or those planning strategic mergers and acquisitions; Expanded full treatment of merger and sale transactions; State-of-the-art practical guidance. The Eighth Edition provides a complete analysis of the recent transformation of Delaware M&A law. There is in-depth analysis of the background and import of the recent seminal judicial decisions--Corwin, MFW, C&J Energy, Cornerstone and Trulia--that represent the most dramatic developments in M&A since the advent of modern M&A in the 1980s. With state-of-the-art M&A analysis, historical perspective and specific practice points, the authors provide authoritative guidance for directors of both bidders and targets, as well as their financial and legal advisors, on various subjects, including: Judicial approach; Director liability; M&A litigation; Corporate governance and takeover defenses; Hostile and activist activity; Banker issues; Sale process and deal mechanics; and Appraisal.
Download or read book SEC News Digest written by and published by . This book was released on 1980 with total page 800 pages. Available in PDF, EPUB and Kindle. Book excerpt: Lists documents available from Public Reference Section, Securities and Exchange Commission.
Book Synopsis An Overview of Takeover Defenses by : Richard S. Ruback
Download or read book An Overview of Takeover Defenses written by Richard S. Ruback and published by . This book was released on 1986 with total page 25 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Defense Strategies Against Hostile Takeovers by : Jan Steinbächer
Download or read book Defense Strategies Against Hostile Takeovers written by Jan Steinbächer and published by GRIN Verlag. This book was released on 2007-09 with total page 93 pages. Available in PDF, EPUB and Kindle. Book excerpt: Bachelor Thesis from the year 2007 in the subject Business economics - Miscellaneous, grade: 94,0 %, International University of Monaco, 65 entries in the bibliography, language: English, abstract: Objective of this thesis was to identify the trends and developments of country-specific defense strategies against hostile takeovers and their determinants. Thus, it was necessary to analyze which possibilities of corporate defense would actually be feasible in certain countries. Defense strategies were subdivided into preventive and ad-hoc strategies. National characteristics and differentiators were shown and analyzed regarding their suitability as a defense measure. Especially in France and Germany the big influential players have been in a process of change: banks and governments are pursuing different investment strategies and companies loose their "systematic protection". The example of Germany illustrates that companies are looking for protective alternatives as old structures like the Rhenish capitalism are breaking up. The growth of M&A activities, especially of hostile takeovers, has affected national legislation to tighten their regulations; France has lifted barriers regarding takeovers (both friendly and hostile) regarding 11 specific industries at the time being. This example illustrates the increasingly protectionist behavior in Europe on a governmental level. Corporate Governance generally takes shareholders more and more into consideration regarding the vote on the adoption of defense measures and golden parachutes. In the US, companies started to diminish golden parachutes as a result of the proposal of activist shareholders. In many European countries, however, there are still enough loopholes to avoid foregone shareholder voting. A contrary trend is to be seen in the US, where poison pills are diminished on a fast pace. In addition, shareholders vote increasingly in favor of declassified boards. Golden parachutes are still prevalent, but not
Book Synopsis Hostile Takeovers by : Tim Jenkinson
Download or read book Hostile Takeovers written by Tim Jenkinson and published by McGraw-Hill Companies. This book was released on 1994 with total page 208 pages. Available in PDF, EPUB and Kindle. Book excerpt: Many organizations find themselves open to a hostile takeover bid and this book, with a comprehensive case study approach, offers an understanding of what can happen, why and how to manoeuvre from under a hostile takeover.
Book Synopsis Emerging trends and developments of country-specific defense strategies against hostile takeovers by : Jan Steinbächer
Download or read book Emerging trends and developments of country-specific defense strategies against hostile takeovers written by Jan Steinbächer and published by GRIN Verlag. This book was released on 2007-08-11 with total page 89 pages. Available in PDF, EPUB and Kindle. Book excerpt: Bachelor Thesis from the year 2007 in the subject Business economics - Miscellaneous, grade: 94,0 %, International University of Monaco, language: English, abstract: Objective of this thesis was to identify the trends and developments of country-specific defense strategies against hostile takeovers and their determinants. Thus, it was necessary to analyze which possibilities of corporate defense would actually be feasible in certain countries. Defense strategies were subdivided into preventive and ad-hoc strategies. National characteristics and differentiators were shown and analyzed regarding their suitability as a defense measure. Especially in France and Germany the big influential players have been in a process of change: banks and governments are pursuing different investment strategies and companies loose their “systematic protection”. The example of Germany illustrates that companies are looking for protective alternatives as old structures like the Rhenish capitalism are breaking up. The growth of M&A activities, especially of hostile takeovers, has affected national legislation to tighten their regulations; France has lifted barriers regarding takeovers (both friendly and hostile) regarding 11 specific industries at the time being. This example illustrates the increasingly protectionist behavior in Europe on a governmental level. Corporate Governance generally takes shareholders more and more into consideration regarding the vote on the adoption of defense measures and golden parachutes. In the US, companies started to diminish golden parachutes as a result of the proposal of activist shareholders. In many European countries, however, there are still enough loopholes to avoid foregone shareholder voting. A contrary trend is to be seen in the US, where poison pills are diminished on a fast pace. In addition, shareholders vote increasingly in favor of declassified boards. Golden parachutes are still prevalent, but not for defense reasons. It was found that their effect is hardly predictable. Shareholders sharply criticize their adoption and increasingly vote against them. A change in Japan’s legislation allows hostile takeovers since May 2007. Consequently, Japanese companies are about to set up poison pills to protect themselves.
Book Synopsis The Poison Pill Anti-Takeover Defense by : Robert F. BRUNER
Download or read book The Poison Pill Anti-Takeover Defense written by Robert F. BRUNER and published by . This book was released on 1991 with total page 82 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Corporate Anti-takeover Defenses by : Joy Marlene Bryan
Download or read book Corporate Anti-takeover Defenses written by Joy Marlene Bryan and published by . This book was released on 1989 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
