How Do Boards Exercise Their Discretion to Resist Takeover Bids?

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By Nicholas Carline, Sridhar Gogineni and Pradeep Yadav (July 14, 2022)

The CLS Blue Sky Blog: Columbia Law School's Blog on Corporations and the Capital Markets

https://clsbluesky.law.columbia.edu/2022/07/14/how-do-boards-exercise-their-discretion-to-resist-takeover-bids/

Period14 Jul 2022

Media coverage

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Media coverage

  • TitleHow Do Boards Exercise Their Discretion to Resist Takeover Bids?
    Degree of recognitionInternational
    Media name/outletThe CLS Blue Sky Blog: Columbia Law School's Blog on Corporations and the Capital Markets
    Media typeWeb
    Country/TerritoryUnited States
    Date14/07/22
    DescriptionIf a U.S. firm is a takeover target, it is almost entirely up to its board to decide whether to offer resistance, i.e., to formally reject a specific bid, and potentially take financial or operational actions to defend against the bid. Such actions include standstill agreements, litigation, asset/liability restructurings, and targeted repurchases. In contrast, boards in the UK and most EU countries — those that have adopted Article 9 of the E.U. Takeover Directive — are largely prevented from taking any action that could frustrate the bid, unless it has been duly considered and approved by stockholders. There has long …
    Producer/AuthorColumbia Law School
    PersonsNicholas Carline, Sridhar Gogineni, Pradeep Yadav