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Academic Articles Awards > Mergers

Cash Tender Offers Under the HSR Act: Protecting an Efficient Market for Corporate Control

John D. Harkrider, Antitrust (31), Fall 2016

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Hostile cash tender offers present a number of challenges that do not arise in friendly deals. Because the target does not want to be acquired, its board of directors frequently adopts protective measures, such as poison pills and other takeover defenses designed to prevent the threatened acquisition. This resistance can arise despite the acquisition’s potential to improve efficiency and increase shareholder value. Significantly, the target board does not have absolute discretion in adopting and utilizing takeover defenses. Rather, in its effort to protect its shareholders, it can only employ defensive measures that are proportionate to the threat posed by the offer...

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