Legal Definitions - hostile takeover

A hostile takeover is a type of acquisition where one company takes control of another company without the approval or consent of the target company's board of directors. This means that the target company's management is not in favor of the takeover, hence the term "hostile".

There are two common ways for a hostile takeover to occur:

• Tender Offer: The acquirer offers to purchase stock shares from the target company's shareholders at a premium to the market price. The goal is to acquire enough voting shares to have a controlling equity interest in the target company, usually over 50% of the voting stock.
• Proxy Vote: The acquirer tries to persuade existing shareholders of the target company to vote out the current management so that it will be easier to take over.

The target company can employ several defenses against a hostile takeover, such as:

• Poison Pill: Diluting the equity interest by allowing current shareholders to purchase new shares at a discount.
• Golden Parachute: Providing expensive benefits to key management if they are removed following a takeover.
• Greenmail: Repurchasing shares at a higher premium.

Some examples of hostile takeovers include:

• The hostile takeover of RJR Nabisco in 1988
• The takeover of Warner Communications by Time Inc in 1989
• The takeover of Kraft by Heinz in 2015

These examples illustrate how a company can take control of another company without the approval of the target company's management. In each case, the acquirer used a tender offer or proxy vote to gain control of the target company. The target company then employed various defenses to try and prevent the takeover, but ultimately failed.