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What is a Hostile Takeover?
A hostile takeover is a corporate acquisition attempt made directly to a company’s shareholders or through the open market, without the approval or support of the target company’s management or board of directors.
Definition
A hostile takeover is an acquisition strategy where the acquiring firm bypasses the target’s management to gain control of the company.
Key Takeaways
- Occurs without the consent of the target company’s leadership.
- Often involves tender offers or proxy fights.
- Frequently triggers defensive measures by the target company.
Understanding Hostile Takeover
In a hostile takeover, the acquiring company seeks control despite resistance from the target’s management. This is typically done by making a tender offer directly to shareholders at a premium price or by launching a proxy fight to replace the board.
Target companies may respond with defensive strategies such as poison pills, white knights, or staggered boards to deter the takeover. Hostile takeovers are more common in publicly traded companies where shares are widely held.
While controversial, hostile takeovers can sometimes unlock shareholder value by replacing underperforming management or restructuring inefficient operations.
Real-World Example
In 2010, Kraft Foods launched a hostile takeover bid for Cadbury after Cadbury’s board initially rejected the offer. Kraft ultimately succeeded after increasing its bid, completing one of the most notable hostile takeovers in recent history.
Importance in Business or Economics
Hostile takeovers matter because they:
- Discipline underperforming management teams
- Influence corporate governance practices
- Affect shareholder rights and value
- Shape merger and acquisition dynamics
Types or Variations
- Tender Offer — Direct offer to shareholders to buy shares.
- Proxy Fight — Attempt to gain control of the board.
- Creeping Takeover — Gradual accumulation of shares.
Related Terms
- Friendly Takeover
- Poison Pill
- Proxy Fight
Sources and Further Reading
Quick Reference
- Unapproved acquisition attempt
- Often resisted by management
- Common in public markets
Frequently Asked Questions (FAQs)
Are hostile takeovers legal?
Yes, as long as securities laws and regulations are followed.
Why do companies resist hostile takeovers?
Because they may threaten management control, company culture, or long-term strategy.
Do hostile takeovers benefit shareholders?
Often yes in the short term, due to takeover premiums.
