Often, an outsider will purchase a block of shares in a target corporation and then formally announce an intention to take over the corporation with a tender offer. The motivation and various techniques that can be used to achieve such a takeover are explored in this paper. In this setting, the directors of the target corporation usually reject the outsider’s offer in an effort to keep the corporate entity and their positions. The target’s directors claim the business judgment rule protects their decision. This assertion is reviewed by the author along with other defensive tactics used by the target’s directors such as a poison pill, crown jewel, and lockup option. An outsider seeking a takeover also faces legal hurdles in the William Act and in state anti-takeover statutes. The author explains how these legal obstacles and the actions of the target’s directors effect the national economy and the productivity of targeted corporations.
Woravitlikit, Ladda, "Fiduciary Duty of Directors in Takeover Setting" (1995). LLM Theses and Essays. Paper 126.