Unsolicited M&A Flashcards

1
Q

Types of unsolicited approach (4)

A
  1. Verbal approach to CEO
  2. Private “Bear Hug” letter
  3. Public “Bear Hug” letter
  4. Unsolicited tender offer / proxy fight
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Pac Man defense

A

Go hostile on the company that went hostile on you

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Three takeover tactics

A

Remove and replace directors
Proxy contest
Tender/exchange offer

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Structural defenses: remove & replace directors

A

No action by written consent
Shareholders cannot call special meeting
Director removal for cause only
Board fills all vacancies

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Structural defenses: proxy contest

A

Classified board

No cumulative voting

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Structural defenses: tender/exchange offer

A

Shareholder rights plan
Blank check preferred
State Law freezeout provision

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Structural defenses: not aligned to one of the three main takeover tactics

A

Supermajority vote for mergers

Locked-in charter/bylaw provisions

How well did you know this?
1
Not at all
2
3
4
5
Perfectly