The document discusses corporate takeovers, defenses against takeovers, and factors affecting corporate governance. It covers common takeover tactics like friendly deals, hostile bids, and proxy contests. It also discusses takeover defenses that targets employ, such as poison pills, staggered boards, and supermajority provisions. Additionally, it examines how legislation, regulators, institutional investors, and the market for corporate control influence corporate governance.

1. The Corporate Takeover Market
Common Takeover Tactics,
Takeover Defenses, and Corporate Governance

2. Treat a person as he is, and he will remain as he is.
Treat him as he could be,
and he will become what he should be.
—Jimmy Johnson

3. Exhibit 1: Course Layout: Mergers,
Acquisitions, and Other
Restructuring Activities
Part IV: Deal
Structuring and
Financing
Part II: M&A Process
Part I: M&A
Environment
Ch. 11: Payment and
Legal Considerations
Ch. 7: Discounted
Cash Flow Valuation
Ch. 9: Financial
Modeling Basics
Ch. 6: M&A
Postclosing Integration
Ch. 4: Business and
Acquisition Plans
Ch. 5: Search through
Closing Activities
Part V: Alternative
Business and
Restructuring
Strategies
Ch. 12: Accounting &
Tax Considerations
Ch. 15: Business
Alliances
Ch. 16: Divestitures,
Spin-Offs, Split-Offs,
and Equity Carve-Outs
Ch. 17: Bankruptcy
and Liquidation
Ch. 2: Regulatory
Considerations
Ch. 1: Motivations for
M&A
Part III: M&A
Valuation and
Modeling
Ch. 3: Takeover
Tactics, Defenses, and
Corporate Governance
Ch. 13: Financing the
Deal
Ch. 8: Relative
Valuation
Methodologies
Ch. 18: Cross-Border
Transactions
Ch. 14: Applying
Financial Models to
Deal Structuring
Ch. 10: Private
Company Valuation

4. Current Lecture Learning Objectives
Providing students with an understanding of
• Corporate governance and its role in protecting
stakeholders in the firm;
• Factors external and internal to the firm affecting
corporate governance;
• Common takeover tactics employed in the
market for corporate control and when and why
they are used; and
• Common takeover defenses employed by target
firms and when and why they are used.

5. Alternative Models of Corporate Control
• Market model applies when:
– Capital markets are liquid
– Equity ownership is widely
dispersed
– Board members are largely
independent
– Ownership & control are
separate
– Financial disclosure is high
– Shareholder focus more on
short-term gains
• Prevalent In U.S. and U.K.
• Control model applies when:
– Capital markets are illiquid
– Ownership is heavily
concentrated
– Board members are largely
“insiders”
– Ownership & control
overlap
– Financial disclosure limited
– Shareholder focus more on
long-term gains
• Prevalent in Europe, Asia, &
Latin America

6. Factors Affecting Corporate Governance:
Market Model Perspective
Internal to Firm
Board of Directors
Management
Internal Controls
Incentive Systems
Corporate Culture &
Values
Takeover Defenses
Bond Covenants
External to Firm
External to Firm
External to Firm
External to Firm
Legislation:
1933-34 Securities Acts
Dodd-Frank Act of 2010
Sherman Anti-Trust Act
Regulators:
SEC
Justice Department
FTC
Institutional Activism:
Pension Funds (Calpers)
Mutual Funds
Hedge Funds
Market for Corporate
Control:
Proxy Contests
Hostile Takeovers

7. Internal Factors: Board of Directors
and Management
• Board responsibilities include:
--Review management proposals/advise CEO
--Hire, fire, and set CEO compensation
--Oversee management, corporate strategy, and
financial reports to shareholders
• Good governance practices include:
--Separation of CEO and Chairman of the Board
--Boards dominated by independent members
--Independent members serving on the audit and
compensation committees

8. Internal Factors: Controls &
Incentive Systems
• Dodd-Frank Act (2010):
-- Gives shareholders of public firms nonbinding right to
vote on executive compensation packages
--Public firms must have mechanism for recovering
compensation 3-yrs prior to earnings restatement
• Alternative ways to align management and shareholder
objectives
– Link stock option exercise prices to firm’s stock price
performance relative to the overall market
– Key managers should own a significant portion of the
firm’s outstanding shares

9. Internal Factors: Corporate Culture
& Values
• Corporate culture refers to a common set of values,
traditions, and beliefs that influence management and
employee behavior within a firm.
• The desired culture for the new organization can be
promoted through
– Clear and consistent communication to all employees of
what is appropriate and what is not
– Senior management consistently displaying the desired
behaviors
– Reward systems that foster desired behaviors while
penalizing undesirable conduct
• Trust in a new organization is undermined when there is
ambiguity about the new organization’s culture/identity.

10. External Factors: Legislation
• Federal and state securities laws
– Securities Acts of 1933 and 1934
– Williams Act (1968)
• Insider trading laws
• Anti-trust laws
– Sherman Act (1890)
– Clayton Act (1914)
– Hart-Scott-Rodino Act (1976)
• Dodd-Frank Act (2010)

11. External Factors: Regulators
• Securities and Exchange Commission (SEC)
• Justice Department
• Federal Trade Commission (FTC)
• Public Company Accounting Oversight Board
(PCAOB)
• Financial Accounting Standards Board (FASB)
• Financial Stability Oversight Council (FSOC)

12. External Factors:
Institutional Activism
• Pension funds, mutual funds, and insurance
companies
• Ability to discipline management often limited by
amount of stock can legally own in a single firm
• Investors with huge portfolios (e.g., TIAA-CREF,
California Employee Pension Fund) can exert
significant influence
• Recent trend has been for institutional investors
to simply withhold their votes

13. External Factors: Market for
Corporate Control
• Changes in control can result from
hostile takeovers or proxy contests
• Management may resist takeover
bids to
– Increase the purchase price
(Shareholders’ Interests
Theory) or
– Ensure their longevity with the
firm (Management
Entrenchment Theory)
• Takeovers may
– Minimize “agency costs” and
– Transfer control to those who
can more efficiently manage
the acquired assets

14. Discussion Questions
1.Do you believe corporate governance should be
narrowly defined to encompass shareholders
only or more broadly to incorporate all
stakeholders? Explain your answer.
2.Of the external factors impacting corporate
governance, which do you believe is likely to be
the most important? Be specific.

15. Market for Corporate Control: Alternative
Takeover1 Tactics
• Friendly deals (Target board
supports bid)
• Hostile deals (Target board
contests bid). Rare due to
– Target board flexibility in
setting up defenses
– Impact on bid premiums
– Impact on postclosing
integration
• The threat of hostile bids often
moves target boards toward
negotiated settlements.
1A corporate takeover refers to a transfer of control from one investor group to another.

16. Market for Corporate Control:
“Friendly” Takeover Tactics
• Potential acquirer obtains support from the target’s board and
management early in the takeover process before proceeding to a
negotiated settlement.
– The acquirer and target firms often enter into a standstill
agreement in which the bidder agrees not to make any further
investments for a stipulated period in exchange for a break-up
fee from the target firm.
• Such takeovers are desirable as they avoid an auction environment.
• If the bidder is rebuffed, the loss of surprise gives the target firm
time to mount additional takeover defenses.
• Rapid takeovers are less likely today due to FTC and SEC pre-
notification and disclosure requirements.1
1The permitted reporting delay between first exceeding the 5% ownership stake threshold and the filing of a 13D
allowed Vornado Realty Trust to accumulate 27% of J. C. Penny’s outstanding shares before making their
holdings public.

17. Market for Corporate Control:
Hostile Takeover Tactics
• Limiting the target’s
actions through a “bear
hug”
• Proxy contests in support
of a takeover
• Purchasing target stock
in the open market
• Circumventing the
target’s board through a
tender offer
• Litigation
• Using multiple tactics
concurrently

18. Alcoa Aluminum Easily Overwhelms
Reynolds’ Takeover Defenses
Alcoa’s offer to Reynolds Metals consisted of $4.3 billion in cash plus the assumption of $1.5 billion
in Reynolds’ outstanding debt. Alcoa’s offer letter, which it made public, from its chief executive to
the Reynolds’ CEO indicated that it wanted to pursue a friendly deal but that it would pursue a
hostile bid if the two sides could not begin discussions within a week. Reynolds appeared to be
highly vulnerable because of its ongoing poor financial performance and because of its weak
takeover defenses.
Despite pressure from institutional shareholders, the Reynolds’ board rejected Alcoa’s bid as
inadequate. Alcoa’s response was to say that it would make a formal offer directly to the Reynolds’
shareholders and simultaneously solicit shareholder support for replacing the Reynolds’ board and
dismantling Reynolds’ takeover defenses. Reynolds capitulated within two weeks from receipt of
the initial solicitation and agreed to be acquired by Alcoa. The agreement contained a thirty-day
window during which Reynolds could entertain other bids. However, if Reynolds should choose to
go with another offer, it would have to pay Alcoa a $100 million break-up fee.
1. What was the dollar value of the purchase price Alcoa offered to pay for Reynolds?
2. Speculate as to why Alcoa wanted to pursue initially a friendly rather than hostile approach?
3. Describe the various takeover tactics Alcoa employed (or threatened) in its successful takeover
of Reynolds. Speculate as to why these tactics may have been employed (or threatened) by
Alcoa?
4. Why did the Reynolds’ board reject the initial offer only to accept the bid two weeks later?
5. What is the purpose of the breakup fee?

19. Market for Corporate Control:
Pre-Offer Takeover Defenses
• Poison pills to raise the cost of takeover1
• Shark repellants to strengthen the target
board’s defenses
– Staggered or classified board elections
– Limiting conditions when directors can be
removed
• Shark repellants to limit shareholder actions
– Limitations on calling special meetings
– Limiting consent solicitations
– Advance notice and super-majority
provisions
• Other shark repellants
– Anti-greenmail and fair price provisions
– Super-voting stock, re-incorporation, and
golden parachutes
1Note that poison pills could also be classified as post-offer defenses as they
may be issued by the board as dividends without shareholder approval.

20. Poison Pill: Cash for Share Purchase
P1 = Pre-offer equilibrium price/target share
P2 = Poison pill conversion price/target share
P3 = Offer price/target share
Q1 = Pre-offer target shares outstanding
Q2 = Target shares outstanding following poison pill conversion
ABCD = Incremental acquirer cash outlay due to poison pill conversion
Q1 Q2 Target Shares Outstanding
Target Price Share D S1 S2
D
P3
P1
P2
Target shareholder Profit/Share on
Poison Pill Conversion
A B
C D
DD reflects relationship between
shares outstanding and price/share for
given level of expected earnings &
interest rates.

21. Poison Pills: Share for Share Exchange
Acquirer Shareholder Ownership Dilution Due to Poison Pill
New Company Shares
Outstanding1
Ownership Distribution in
New Company (%)
Without Pill With Pill Without Pill With Pill
Target Firm Shareholders
Shares Outstanding
Total Shares Outstanding
1,000,000
1,000,000
2,000,000
2,000,000
50 673
Acquiring Firm Shareholders
Shares Outstanding
New Shares Issued
Total Shares Outstanding4
1,000,000
1,000,000
2,000,000
1,000,000
2,000,0002
3,000,000
50 33
1Acquirer agrees to exchange one share of acquirer stock for each share of target stock.
2Poison pill provisions enable each target shareholder to buy one share of target stock at a nominal
price for each share they own. Assume all target shareholders exercise their rights to do so.
32,000,000/3,000,000
4Target shares are cancelled upon completion of transaction.

22. Market for Corporate Control:
Post-Offer Takeover Defenses
• Greenmail
• Standstill agreement
• Pac-man defense
• White knights
• Employee stock ownership plans
• Recapitalization
• Share buy-back plans
• Corporate restructuring
• Litigation
• “Just say no”

23. Discussion Questions
1. Discuss the advantages and disadvantages of
the friendly versus hostile approaches to
corporate takeovers. Be specific.
2. Do you believe that corporate takeover
defenses are more motivated by the target’s
managers attempting to entrench themselves
or to negotiate a higher price for their
shareholders? Be specific.

24. Impact on Shareholder Value
• Friendly transactions realized abnormal returns to target
shareholders of about 25% during the 2000s
• Hostile transactions often result in even larger average
abnormal returns to target shareholders
• Acquirers’ shareholders earn average abnormal returns of 1%
to 1.5%; however, they may be negative for deals involving
large public firms and those using stock to pay for the deal
• Recent studies suggest
– Takeover defenses have small negative impact on
abnormal target shareholder returns
– Defenses put in place prior to an IPO may benefit target
shareholders
– Bondholders in firms with ineffective defenses (i.e.,
vulnerable to takeover) may lose value

25. Quick Quiz
All of the following are commonly used takeover
tactics, except for
a. Poison pills
b. Bear hug
c. Tender offer
d. Proxy contest
e. Litigation

26. Things to remember...
• Hostile takeover attempts and proxy contests affect
governance through the market for corporate control
• Although relatively rare, hostile takeover attempts tend to
benefit target shareholders substantially more than the
acquirer’s shareholders by putting the target into “play.”
Consequently, acquirers generally consider friendly
takeovers preferable.
• Anti-takeover measures share two things in common.
They are designed to
– Raise the overall cost of the takeover to the acquirer’s
shareholders and
– Increase the time required for the acquirer to
complete the transaction to give the target additional
time to develop an anti-takeover strategy.