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Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), [1] was a landmark decision of the Delaware Supreme Court on hostile takeovers. The Court declared that, in certain limited circumstances indicating that the "sale" or "break-up" of the company is inevitable, the fiduciary obligation of the directors of a target corporation are narrowed significantly, the singular ...
Unocal v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985) [1] is a landmark decision of the Delaware Supreme Court on corporate defensive tactics against take-over bids. Until the Unocal decision in 1985, the Delaware courts had applied the business judgment rule, when appropriate, to takeover defenses, mergers, and sales.
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.. In the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s to prevent takeover bids by limiting a shareholder's right to negotiate a price for the sale of shares directly.
When JetBlue attempted a hostile takeover of Spirit Airlines earlier this week, it was perhaps the first time in several years that many readers heard that term in the news. A 2020 article from...
Management may try to smear the reputation of the acquirer or paint a group of investors as corporate raiders in an attempt to get shareholders to reject any offers. Hostile takeover defenses.
A reverse takeover is a type of takeover where a public company acquires a private company. This is usually done at the instigation of the private company, the purpose being for the private company to effectively float itself while avoiding some of the expense and time involved in a conventional IPO .
An acquiring company, frustrated by the takeover defenses of the management, may initiate a proxy fight to install a more compliant management of the target.; Internal opponents to an impending takeover (viewing it will cut value or add much risk) may enter into a proxy fight.
A new SEC test is if a company "exerts pressure on management" such as tying director votes to whether a company has a staggered board or poison pill takeover defenses.