Unsolicited M&A Flashcards
1
Q
Types of unsolicited approach (4)
A
- Verbal approach to CEO
- Private “Bear Hug” letter
- Public “Bear Hug” letter
- Unsolicited tender offer / proxy fight
2
Q
Pac Man defense
A
Go hostile on the company that went hostile on you
3
Q
Three takeover tactics
A
Remove and replace directors
Proxy contest
Tender/exchange offer
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
5
Q
Structural defenses: proxy contest
A
Classified board
No cumulative voting
6
Q
Structural defenses: tender/exchange offer
A
Shareholder rights plan
Blank check preferred
State Law freezeout provision
7
Q
Structural defenses: not aligned to one of the three main takeover tactics
A
Supermajority vote for mergers
Locked-in charter/bylaw provisions