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.

Direct Heat versus Indirect Heat - The Fundamentals of Grilling

A partner with Sullivan & Cromwell LLP, Eric Krautheimer possesses extensive experience in drafting and negotiating corporate agreements. One of Eric Krautheimer’s passions outside of work is cooking, particularly grilling.

The two techniques of grilling food over an open fire include cooking it over direct heat and cooking it over indirect heat. 

Steaks, kebabs, hamburgers, and seafood are best grilled over direct heat, which means putting them directly over the heat source. On the other hand, slower cooking like smoke-roasting is best done by grilling the food over indirect heat. This means cooking it near the heat source but not directly on it. 

A fundamental tip when grilling food is to set up the grill in two parts: one side for grilling over direct heat and the other for grilling over indirect heat. Setting up two heat zones enables you to cook food over direct heat and transfer it to a cooler place on the grill if the food begins to burn.