hostile takeover
A takeover that is resisted by the target corporation’s board of directors. [Cases: Corporations 310(1). C.J.S. Corporations §§ 475, 477–484, 487–489.]
Search Results for: hostile takeover
takeover defense
A measure taken by a corporation to discourage hostile takeover attempts. — Often shortened to defense. — Also termed shark repellent.
takeover defense
takeover defense. A measure taken by a corporation to discourage hostile takeover attempts. — Often shortened to defense. — Also termed shark repellent. structural takeover defense. A legal mechanism adopted by a corporation to thwart any future takeover bid without having any financial or operational effect on the target corporation. transactional takeover defense. A financial
takeover
takeover. The acquisition of ownership or control of a corporation. • A takeover is typically accomplished by a purchase of shares or assets, a tender offer, or a merger. [Cases: Securities Regulation 52.10–52.26. C.J.S. Securities Regulation §§ 121, 123–127, 129–130, 138–139.] friendly takeover. A takeover that is approved by the target corporation’s board of directors.
antitakeover statute
antitakeover statute. A state law designed to protect companies based in the state from hostile takeovers.
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recapitalization
recapitalization, n. An adjustment or recasting of a corporation’s capital structure — that is, its stocks, bonds, or other securities — through amendment of the articles of incorporation or merger with a parent or subsidiary. • An example of recapitalization is the elimination of unpaid preferred dividends and the creation of a new class of
poison pill
poison pill. A corporation’s defense against an unwanted takeover bid whereby shareholders are granted the right to acquire equity or debt securities at a favorable price to increase the bidder’s acquisition costs. — Often shortened to pill. See TAKEOVER DEFENSE. Cf. PORCUPINE PROVISION. [Cases: Corporations 310(1). C.J.S. Corporations §§ 475, 477–484, 487–489.] “Another recent tactic
crown jewel
crown jewel. A company’s most valuable asset, esp. as valued when the company is the subject of a hostile takeover. • A common antitakeover device is for the target company to sell its crown jewel to a third party so that the company will be less attractive to an unfriendly suitor.
director
director (di-rek-t[schwa]r). 1. One who manages, guides, or orders; a chief administrator. 2. A person appointed or elected to sit on a board that manages the affairs of a corporation or other organization by electing and exercising control over its officers. — Also termed trustee. See BOARD OF DIRECTORS . Cf. OFFICER(1). affiliated director. See
leveraged recapitalization
Recapitalization whereby the corporation substitutes debt for equity in the capital structure, usu. to make the corporation less attractive as a target for a hostile takeover. — Also termed leveraging up.
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