《国际企业并购》Ch5- Antitakeover_updated.pptVIP

* * * * * * * * * * * * * * Litigation as an Antitakeover Defense:Shareholder Wealth Effects All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan Advantage of litigation: May increase bid – this will increase shareholder wealth Disadvantage: May cause bidder to withdraw bid – this may reduce shareholder wealth Q for Short-Case 2: Why Failed? * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Takeover Defenses in IPO Firms Are tech firms going public with anti-takeover measures? In recent years, there has been a noticeable uptick in tech firms going public with dual-class stock (i.e., 7%), entrenching entrepreneurs. ?Adoption of exclusive forum provisions in certificates of incorporation appears to be reaching a critical mass - 27% of all IPOs and 44% of all PE backed IPOs. ? Dont be fooled by the fact that only 2% of firms go public with poison pills in place. ?People should stop counting that number. ?Every board has an implicit pill in place. ? Preventative Antitakeover Measures (Cont.) (B) Corporate charter amendments Staggered boards Supermajority provisions Fair price provisions Dual capitalizations Anti-greenmail provisions All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan Staggered Boards This is where all the directors do not come up for election at the same time Example: Only 1/3 at a time This means can takeover a company but only get majority control after 2 elections All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan Antitakeover Amendments Why many antitakeover amendments failed to find statistically significant shareholder responses Based on 763 amendments for NYSE and AMEX companies Found negative relationship between managerial share ownership and amendment proposals That is, 1) Mark