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Simple English definitions for legal terms

hostile takeover

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A quick definition of hostile takeover:

A hostile takeover is when one company takes control of another company without the approval of the target company's board of directors. This means that the target company's management does not want to be taken over. There are two ways this can happen: a tender offer or a proxy vote. A tender offer is when the acquirer offers to buy shares from the target company's shareholders at a higher price than the market price. The goal is to get enough shares to have control of the target company. A proxy vote is when the acquirer tries to convince the target company's shareholders to vote out the current management. The target company can try to stop the takeover by using defenses like a poison pill, golden parachute, or greenmail. Some famous examples of hostile takeovers include RJR Nabisco, Warner Communications, and Kraft.

A more thorough explanation:

A hostile takeover is a type of acquisition where one company takes control of another company without the approval or consent of the target company's board of directors. This means that the target company's management is not in favor of the takeover, hence the term "hostile".

There are two common ways for a hostile takeover to occur:

  • Tender Offer: The acquirer offers to purchase stock shares from the target company's shareholders at a premium to the market price. The goal is to acquire enough voting shares to have a controlling equity interest in the target company, usually over 50% of the voting stock.
  • Proxy Vote: The acquirer tries to persuade existing shareholders of the target company to vote out the current management so that it will be easier to take over.

The target company can employ several defenses against a hostile takeover, such as:

  • Poison Pill: Diluting the equity interest by allowing current shareholders to purchase new shares at a discount.
  • Golden Parachute: Providing expensive benefits to key management if they are removed following a takeover.
  • Greenmail: Repurchasing shares at a higher premium.

Some examples of hostile takeovers include:

  • The hostile takeover of RJR Nabisco in 1988
  • The takeover of Warner Communications by Time Inc in 1989
  • The takeover of Kraft by Heinz in 2015

These examples illustrate how a company can take control of another company without the approval of the target company's management. In each case, the acquirer used a tender offer or proxy vote to gain control of the target company. The target company then employed various defenses to try and prevent the takeover, but ultimately failed.

hostile possession | hostile witness

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18:18
you cooked
dasfi0990ut1
18:22
She Paris on my Hilton
fedclerkhopeful
18:31
@sadpadresfan: are you still set on Cornell?
dasfi0990ut1
18:32
@fedclerkhopeful: did u get that uCHI A?
dasfi0990ut1
18:32
miss ya, worried about u (llama)
fedclerkhopeful
18:33
nope I got the WL
dasfi0990ut1
18:33
fk this cycle.
fedclerkhopeful
18:33
still prolly set on reapplying unless SLS comes in clutch
dasfi0990ut1
18:34
Good on you! LS will always be there. I hope either way it works out- IK it will! Keep ya head up!
fedclerkhopeful
18:34
thank you :)
18:35
is the 50~70% conversion rate for Cornell ii accurate?
dasfi0990ut1
18:35
:)
fedclerkhopeful
18:35
yep
[] ararara
18:36
@fedclerkhopeful: what are your goals?
[] ararara
18:38
You remind me of a friend of mine from back in the day. They came in at the top of their class at a T14 but reapplied before doing this to get HYS. They still didn't get it the second time with perfect stats. That stuff is competitive and what does it matter anyway? Just saying!
18:42
Sometimes I’m like yeah i could work for five years and get into Harvard but that’s sooo much work
18:42
No thank you!
dasfi0990ut1
18:43
@dubiously: same. in 5 years ill either be in prison for fraud or retired in the caymen islands
18:43
This white boy don’t miss u would swear u saw Luka
fedclerkhopeful
19:10
@ararara: appellate clerkship and then civil liberties law
fedclerkhopeful
19:11
And yes, I have near perfect stats and would regret going to a lower tier school when reapplying is a viable option
omelette
19:12
lower tier and its mfing cornell
[] ararara
19:27
Haha didn't realize you were admitted at Cornell not why I'm saying this haha. I've also seen a few people get H and one person get Y the second time around. Hopefully things just work out now but if it doesn't go your way the second time don't worry ✌️ you 🫵 are amazing! For the record though my housemate's friend who graduated from Cornell has an appellate clerkship.
[] ararara
19:28
@dubiously: 💀😵👻
when do we think FSU and UF will have all decisions out
19:37
I know a guy who got an appellate clerkship out of a regional t100. He’s old now but still
dasfi0990ut1
19:43
@dubiously: was it Kansas by chance?
19:44
Of course. Kansas is an appellate clerkship powerhouse
dasfi0990ut1
19:45
KS to the T14 by 2028!
[] ararara
19:47
@FumblingRightfulLemur: I would look back at last cycle ✌️❤️ but also actually wouldn't even pay attention that's usually when it happens haha
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