Unsolicited M&A

Question 1

Types of unsolicited approach (4)

Answer 1

1. Verbal approach to CEO
2. Private “Bear Hug” letter
3. Public “Bear Hug” letter
4. Unsolicited tender offer / proxy fight

Question 2

Pac Man defense

Answer 2

Go hostile on the company that went hostile on you

Question 3

Three takeover tactics

Answer 3

Remove and replace directors
Proxy contest
Tender/exchange offer

Question 4

Structural defenses: remove & replace directors

Answer 4

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

Question 5

Structural defenses: proxy contest

Answer 5

Classified board

No cumulative voting

Question 6

Structural defenses: tender/exchange offer

Answer 6

Shareholder rights plan
Blank check preferred
State Law freezeout provision

Question 7

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

Answer 7

Supermajority vote for mergers

Locked-in charter/bylaw provisions