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Takeover defences

Karolina Głowacka &Dagmara Kozłowska

Karolina Głowacka

on 4 April 2011

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Transcript of Takeover defences

Takeover Defences TAKEOVER ?! Acquiring control of a corporation, called a target, by stock purchase or exchange, either hostile or friendly. Friendly takeover?! BRILLIANT! Hostile takeover!? FIGHT!!! A hostile takeover allows a suitor to bypass a target company's management unwilling to agree to a merger or takeover. I. The warning signals There are some signs that tell you that
the hunt for your company has begun
and a predator is coming: 1. Suddenly minority shareholders
start to get interested in the business affairs
of the company and start asking for
copies of certain documents. 2 The company and its executives become
the target of negative publicity. 3.The number of small transactions
in shares of the company has considerably
increased. 4. The company is ambushed with
law suits, often with absurd claims for
protection of the rights of minority shareholders. Preventive measures Control over the register Control over debts Cross shareholding Change of control clauses (“SharkRepellents”) Reactive techniques Corporate charters Golden parchutes Poison pills Greenmail and standstill agreements White Knight& White Squire Recapitalization&Repurchases Exclusionary Self- Tenders Asset restructurings Examples WORLD-
Highest Value takeover!
Mannesmann-Vodafone POLAND-
The First One-
Vistula&Wólczanka SA- W. Kruk Thank You! :)
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