Defense strategies against hostile takeovers (PDF)

Bachelor Thesis from the year 2007 in the subject Business economics - Miscellaneous, grade: 94,0 %, International University of Monaco, language: English, abstract: Objective of this thesis was to identify the trends and developments of country-specific defense strategies against hostile takeovers and their determinants. Thus, it was necessary to analyze which possibilities of corporate defense would actually be feasible in certain countries.

Defense strategies were subdivided into preventive and ad-hoc strategies. National characteristics and differentiators were shown and analyzed regarding their suitability as a defense measure.

Especially in France and Germany the big influential players have been in a process of change: banks and governments are pursuing different investment strategies and companies loose their "systematic protection". The example of Germany illustrates that companies are looking for protective alternatives as old structures like the Rhenish capitalism are breaking up.
The growth of M&A activities, especially of hostile takeovers, has affected national legislation to tighten their regulations; France has lifted barriers regarding takeovers (both friendly and hostile) regarding 11 specific industries at the time being. This example illustrates the increasingly protectionist behavior in Europe on a governmental level.

Corporate Governance generally takes shareholders more and more into consideration regarding the vote on the adoption of defense measures and golden parachutes. In the US, companies started to diminish golden parachutes as a result of the proposal of activist shareholders. In many European countries, however, there are still enough loopholes to avoid foregone shareholder voting.

A contrary trend is to be seen in the US, where poison pills are diminished on a fast pace. In addition, shareholders vote increasingly in favor of declassified boards.

Golden parachutes are still prevalent, but not for defense reasons. It was found that their effect is hardly predictable. Shareholders sharply criticize their adoption and increasingly vote against them.

A change in Japan's legislation allows hostile takeovers since May 2007. Consequently, Japanese companies are about to set up poison pills to protect themselves.