Transcript CG Lecture 20.ppt

By: 1. Kenneth A. Kim
John R. Nofsinger
And
2. A. C. Fernando
Lesson 20

Last Lecture Review
◦ Brief overview of M & A.
 Strategic reason (to reduce cost, to get new business)
 Synergistic reason (combined effort)
 Diversification (reduce the risk by making investment in
different locations)
◦ Are corporate takeover good for shareholders
 Acquirer firm’s shareholders perspective
 Acquiree firm’s shareholders perspective

The Target Firm
◦ Increase in share price

Is it appropriate to acquire
◦ Successful firm
◦ Unsuccessful firm

What if the management (acquiree firm)
didn’t accept the takeover bid

“Hostile” takeover is in the eye of the
beholder
◦ Acquisition/merger being approved by the target
firm.
◦ Target firm may go for “friendly” deal
 Perks for the management
 Premium for the shareholders

Lecture Outlines
◦ Takeover Defences
 1. Firm Level Pre-emptive defences
 Poison Pills
 Acquirer firm stocks at a deep discount rate
 Target firm’s debt immediately due
 Golden Parachute (payment to managers)
 Super majority rule (2/3 shareholders approval)
 Staggered Board
 1.1 Firm Level Reactionary Takeover Defences
 Greenmail (purchasing shares from the major
shareholders at a premium to prevent takeover)
 Convincing (by management to convince the shareholders)
 2. State Level Anti-Takeover Laws





Freeze-out Laws
Fair price law (later shareholders get the same price)
Poison pill endorsement laws
A control share acquisition law ( shareholders approval)
A constituency statute (include non-shareholders)

Assessment of takeover Defences
◦ Are takeover defences bad for governance system
 Takeover defences are bad for governance system
 But the pros and cons of takeover defences should be
evaluated.
 But normally these defences are just to increase the
company price

Takeover Defences
◦ Takeover defences include all actions by managers to
resist having their firms acquired.
◦ We can place takeover defences into two categories:
 Firm Level
 Pre-emptive Defences
 Reactionary Defences
 State Level

Firm-Level Pre-Emptive Takeover Defences
◦ 1. Poison Pill
 The term poison pill represent any strategy that makes
a target firm less attractive immediately after it is
taken over. Most poison pills are simply favourable
rights given to its shareholders.
 a. i.e. target firm shareholders the right to buy the
acquirer’s stocks at a deep discount if its firm is acquired.
 Of course these rights make those firms much less
attractive to takeover from the acquirer’s standpoint.
 b. Other type of poison pills could involve a firm’s debt
becoming immediately due once it is taken over or an
immediate deep-discount selling of fixed assets once
it is taken over.
 So these are some of the strategies through which a
target firm can prevent its firm to be acquired.
◦ 2. Golden Parachute
 A golden parachute is an automatic payment made to
managers if their firms gets taken over.
 Because the acquirer ultimately bears the costs of
these parachutes, their existence make those firms
less attractive.
 Golden parachute can also be viewed as one type of
poison pill.
◦ 3. Super Majority Rules
 Where 2/3 or even 90 percent of the shareholders have
to approve a hand-over in control.
◦ 4. Staggered Boards
 A staggered board consists of a board of directors
whose members are grouped into classes; for
example, Class 1, Class 2, Class 3, etc. Each class
represents a certain percentage of the total number of
board positions. For example, a class is commonly
comprised on one-third of the total board members.
During each election term only one class is open to
elections, thereby staggering the board directorship.

Firm-Level Reactionary Takeover Defences
◦ 1. Greenmail
 To prevent hostile takeover, the target firm force the
shareholders to purchase stocks from the major
shareholders at premium.
◦ 2. Convincing
 It’s a sort of defence by the management to convince
the shareholders that the bid price is very low.

State-Level Anti-takeover Laws
◦ 1. Freeze-out Laws
 It stipulate a length of time that a bidder that gains
control has to wait to merge the target with its own
assets.
◦ 2. Fair Price laws
 Fair price laws make sure that shareholders who sell
their shares during a later stage of an acquisition get
the same price as any other shareholder that sold their
shares to the acquirer earlier.
◦ 3. Poison Pill Endorsement Laws
 This law protect the firm’s right to adopt poison pills.
◦ 4. A Control Share Acquisition Law
 A control share acquisition law requires shareholders
approval before a bidder can vote his shares.
◦ 5. A Constituency Statute
 A constitute statute allows managers to include nonshareholders’ (such as employees and creditors)
interests in defending against takeovers

Assessment of Takeover Defences
◦ Are takeover defences bad for the governance system?
 Takeover defences at least contributed to the end of
disciplinary takeovers.
 If takeover defences prevent disciplinary takeovers then their
existence cause us to be left with one less governance
mechanism.
 In this sense, takeover defences are bad for the governance
system.
 Adopting takeover defences can badly affect the target firm
share price.
◦ But this is not to say that we staunchly advocate
eliminating anti-takeover mechanisms.
◦ We should continue to evaluate the pros and cons
of anti-takeover defences in the light of reevaluation of corporate governance that is taking
place today.
◦ Some anti-takeover devices appear only to benefit
managers.
◦ On the other hand, many firms with takeover
defences do eventually agree to be acquired. When
they do the acquisition price tend to be much
higher than the original offer.
◦ Therefore, fighting against the merger for a while
may cause the bid price to increase, thereby
increasing wealth to the target firm’s shareholders.

Summary
◦ Definition
◦ What are mergers and acquisitions?
◦ Importance of discussing M & A in corporate
governance.
◦ General process: Acquisition
◦ General process: Merger
◦ Characteristics of M & A
 Type (vertical/horizontal)
 The valuation of firm involved
 The payment (Cash, Newly created stocks)
 The new corporate structure
 The legal issue
◦ Brief overview of M & A.
 Strategic reason (to reduce cost, to get new business)
 Synergistic reason (combined effort)
 Diversification (reduce the risk by making investment
in different locations)
◦ Are corporate takeover good for shareholders
 Acquirer firm’s shareholders perspective
 Acquiree firm’s shareholders perspective

The Target Firm
◦ Increase in share price

Is it appropriate to acquire
◦ Successful firm
◦ Unsuccessful firm

What if the management (acquiree firm)
didn’t accept the takeover bid

“Hostile” takeover is in the eye of the
beholder
◦ Acquisition/merger being approved by the target
firm.
◦ Target firm may go for “friendly” deal
 Perks for the management
 Premium for the shareholders
◦ Takeover Defences
 1. Firm Level Pre-emptive defences
 Poison Pills
 Acquirer firm stocks at a deep discount rate
 Target firm’s debt immediately due
 Golden Parachute (payment to managers)
 Super majority rule (2/3 shareholders approval)
 Staggered Board
 1.1 Firm Level Reactionary Takeover Defences
 Greenmail (purchasing shares from the major
shareholders at a premium to prevent takeover)
 Convincing (by management to convince the shareholders)
 2. State Level Anti-Takeover Laws





Freeze-out Laws
Fair price law (later shareholders get the same price)
Poison pill endorsement laws
A control share acquisition law ( shareholders approval)
A constituency statute (include non-shareholders)

Assessment of takeover Defences
◦ Are takeover defences bad for governance system
 Takeover defences are bad for governance system
 But the pros and cons of takeover defences should be
evaluated.
 But normally these defences are just to increase the
company price.
The End