سیستم دفاعی تصاحب خصمانه که ثروت سهامداران را به حداکثر می رساند

Companies enact defenses against hostile takeovers to protect their independence and current management initiatives, or to help ensure that hostile bidders are pressured to present their best offers. The critical challenge for executives is to determine—in anticipation of attacks on their firm—which defense strategies will best fortify stockholder investments. To provide a basis for determining recommendations, this article reviews the motivations for hostile takeovers, discusses the effects of popular defenses, and showcases several high-profile takeover bids, all designed to provide executives with wellreasoned and empirically supported evaluations of the major strategies they can use to maximize shareholder wealth.

Executives almost universally accept the goal of maximizing their company’s shareholder wealth. However, like many philosophical positions, this intention is easier to embrace than to pursue. Specifically, when a firm faces a hostile takeover attempt, what actions should its executives take in the best interest of their shareholders? In contrast to friendly takeovers, when the bidder’s proposal receives a positive reaction from the target’s executives and board of directors, hostile bids are unsolicited offers that challenge the strategic direction and leadership of the company. Facilitating the takeover may result in short-term share appreciation, but the associated loss of the company’s strategic agenda or governance team may result in longer-term stock price declines. Alternatively, by maneuvering to defeat the takeover, the firm’s executives may produce modest stock value increases as other investors gain a heightened understanding of the firm’s strengths. However, such actions may deprive stockholders of a rare opportunity to bolster their returns as a result of a pursuer’s special interest in the company. Resisting an initial offer may also have value even if the eventual takeover seems likely if it forces the pursuer to sweeten the offer. Of course, such resistance may also discourage a suitor that believes the target has priced itself out-of-reason, thereby depriving the stockholders of an attractive one-time market premium. Complicating the issue of the appropriateness of defenses in the face of hostile bids is the issue of executive selfinterest. Investors and analysts are always suspicious of executives’ motives when they oppose a hostile bid. The question that inevitably rises is, “Are the executives trying to save their jobs at the expense of wealth gains for their shareholders?”