Friday, December 28, 2018

The Difference between Friendly and Hostile Takeovers


A partner at the Los Angeles office of Sullivan & Cromwell, Eric Krautheimer works as a corporate lawyer. Primarily focusing his practice on mergers and acquisitions, he advises clients about shareholder activism and drafts and negotiates agreements. Eric Krautheimer has been involved in several mergers and acquisitions transactions over the years and has received numerous recognitions.

Company takeovers can be split into two basic types: friendly and hostile. Friendly takeovers go forward with the approval of both boards of directors. These transactions are typically referred to as “acquisitions” and start with the acquiring company informing the target company about its plan to purchase. Once a target company is informed of the acquiring company’s desire to buy, its board of directors can vote on whether or not a sale would be a good idea. Assuming the target board has voted in favor of the sale, the acquisition goes forward.

Meanwhile, hostile takeovers occur when a target company’s board does not support the sale of a company. Despite the disagreement, the acquiring company still moves forward with its efforts to take over. This can be accomplished through either a tender offer or proxy fight. With the tender offer method, acquiring companies purchase their target company’s shares directly from shareholders. The proxy fight method involves convincing shareholders to vote in a board of directors that is more likely to agree to the sale.

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