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Common Hostile Takeover Defenses - Explained

Examples of Hostile Takeover Defenses - Shark Repellants

Written by Jason Gordon

Updated at September 23rd, 2021

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Table of Contents

What are Anti-takeover Measures?What are some Common Anti-takeover Measures?What is a Shark Repellent?What is a Staggered Board?What is Super-majority Voting?Academic Research

What are Anti-takeover Measures?

When an acquirer attempts a hostile takeover, boards of directors commonly institute measures to thwart the acquirers attempts to gain control of the corporation.

Next Article: Hostile Takeover Defense - Poison Pill Back to: CORPORATE GOVERNANCE

What are some Common Anti-takeover Measures?

When an acquirer attempts a hostile takeover, boards of directors commonly institute measures to thwart the acquirers attempts to gain control of the corporation. Some common measures employed are as follows:

What is a Shark Repellent?

These provisions strengthen the board and make it increasingly difficult for the acquirer to effectuate its plan of replacing current directors.

What is a Staggered Board?

The election of directors is staggered over a multi-year period. A certain number of directors will be elected at each annual meeting. This will lengthen the amount of time it would take a bidder to gain full control over the board.

Example: ABC Corp has 9 directors. Only 3 directors come up for election each year. At a bare minimum, it would take two years before a majority shareholder would be able to elect 5 directors and obtain a majority on the board.

What is Super-majority Voting?

This means that the proposed action requires a higher number of shareholder votes than a simple majority. This will mean that the hostile acquirer must purchase or obtain a proxy from a larger number of shareholders in order to effectuate the takeover.

Example: ABC Corp amends the articles of organization or bylaws to require an 80% approval of shareholders for any merger, acquisition, or sale of substantially all of the corporations assets. This means that an acquirer would have to acquire a much larger share of the outstanding shares in order to effectuate the takeover.

Related Concepts

  • Hostile Takeover
  • Power Struggles in Corporate Governance
  • Tender Offer
  • Proxy Contest
  • White Knight and Pac Man Defenses
  • Incentivizing Acquirer Defense
  • Asset and Liability Defenses
  • Poison Pill Defense
  • Gray Knight Defense
  • Macaroni Defense
  • Kamikaze Defense
  • Jonestown Defense

Academic Research



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