Mergers and Acquisitions (M&A)

  1. Takeover Tactics and Defenses
    1. Hostile Takeover Strategies
      1. Tender Offer
        1. Direct Offers to Shareholders
          1. Minimum Acceptance Conditions
            1. Regulatory Requirements
            2. Proxy Fight
              1. Soliciting Shareholder Votes
                1. Replacing Board Members
                  1. Activist Campaigns
                  2. Creeping Acquisition
                    1. Gradual Share Accumulation
                      1. Disclosure Thresholds
                    2. Defensive Measures
                      1. Pre-Offer Defenses
                        1. Poison Pill
                          1. Staggered Board of Directors
                            1. Supermajority Provisions
                              1. Dual-Class Share Structures
                                1. Golden Parachutes
                                  1. Fair Price Provisions
                                  2. Post-Offer Defenses
                                    1. White Knight
                                      1. White Squire
                                        1. Pac-Man Defense
                                          1. Crown Jewel Defense
                                            1. Leveraged Recapitalization
                                              1. Litigation and Regulatory Challenges
                                              2. Board Duties in Takeover Situations
                                                1. Fiduciary Responsibilities
                                                  1. Business Judgment Rule
                                                    1. Enhanced Scrutiny Standards

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                                                8. Negotiation and Definitive Agreements

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                                                10. Regulatory and Legal Framework