3 ms·

The Legitimacy of Takeover Defense in the '90s

18 points by luu 3y ago

sdwr 3y ago
Taken to the extreme, a hostile takeover looks like the crypto defi hacks - depress the share price, buy it with borrowed assets, then liquidate. To me that sounds like stealing. I'm having trouble imagining the reverse, where there's a perfectly legitimate offer that the board wants to block.
- nocoiner 3y ago
  Are you saying you can’t imagine the scenario where you’re a director of a corporation that has a share price of $50, and someone offers to buy every share of the company for $60, but the director says no to the offer and won’t let a deal at $60/share go forward?
- pstuart 3y ago
  It's not stealing if no laws were broken! (/s)
  - LordShredda 3y ago
    [flagged]
- jncfhnb 3y ago
  How about pre tech stock price drop Twitter/Musk
- smackeyacky 3y ago
  The 1980s featured a lot of takeovers where the intent was to break up the company. The board and shareholders are perfectly within their right to try to block that.
- JohnFen 3y ago
  > To me that sounds like stealing. Me too. I'll even take it further and say that it is stealing.
arciini 3y ago
It seems like this is mostly summarizing what seems to be pretty settled law. Here are my main takeaways: 1. The courts have concluded that just because a price is higher does not mean it is necessarily in the fiduciary interests of shareholders (especially long-term ones). This is reasonable too, as in many ways, shareholders are more shortsighted 2. Even in the short term, shareholders are usually incentivized to accept offers, whereas auctions and negotiation may yield better offers (this reminds me of the latest season of Succession) 3. Somewhat interestingly, a study (Kidder) showed that companies that defended takeovers successfully were worth less, but companies that tried to defend a takeover but ended up being acquired by the original buyer or another buyer ended up being worth more 4. Different structures of offers (a 2-stage offer, where 51% of shares are acquired at one price and the remaining is acquired at another or not acquired) can make the offer pretty bad to a lot of shareholders, even though it coerces shareholders to pass it The article concludes that because of all these factors, the board having more power is generally a reasonable thing. I think this generally matches up with the overall role of boards, and I generally agree.

18 points by luu 3y ago

sdwr 3y ago

Taken to the extreme, a hostile takeover looks like the crypto defi hacks - depress the share price, buy it with borrowed assets, then liquidate. To me that sounds like stealing. I'm having trouble imagining the reverse, where there's a perfectly legitimate offer that the board wants to block.

nocoiner 3y ago
Are you saying you can’t imagine the scenario where you’re a director of a corporation that has a share price of $50, and someone offers to buy every share of the company for $60, but the director says no to the offer and won’t let a deal at $60/share go forward?
pstuart 3y ago
It's not stealing if no laws were broken! (/s)
- LordShredda 3y ago
  [flagged]
jncfhnb 3y ago
How about pre tech stock price drop Twitter/Musk
smackeyacky 3y ago
The 1980s featured a lot of takeovers where the intent was to break up the company. The board and shareholders are perfectly within their right to try to block that.
JohnFen 3y ago
> To me that sounds like stealing. Me too. I'll even take it further and say that it is stealing.

arciini 3y ago

It seems like this is mostly summarizing what seems to be pretty settled law. Here are my main takeaways: 1. The courts have concluded that just because a price is higher does not mean it is necessarily in the fiduciary interests of shareholders (especially long-term ones). This is reasonable too, as in many ways, shareholders are more shortsighted 2. Even in the short term, shareholders are usually incentivized to accept offers, whereas auctions and negotiation may yield better offers (this reminds me of the latest season of Succession) 3. Somewhat interestingly, a study (Kidder) showed that companies that defended takeovers successfully were worth less, but companies that tried to defend a takeover but ended up being acquired by the original buyer or another buyer ended up being worth more 4. Different structures of offers (a 2-stage offer, where 51% of shares are acquired at one price and the remaining is acquired at another or not acquired) can make the offer pretty bad to a lot of shareholders, even though it coerces shareholders to pass it The article concludes that because of all these factors, the board having more power is generally a reasonable thing. I think this generally matches up with the overall role of boards, and I generally agree.