Corporate Governance
Intermediate
Takeover Defenses
Legal, charter-based, contractual, or transactional devices that make an unsolicited acquisition more difficult, costly, delayed, or conditional.
Why It Matters
Takeover defenses sit at the center of the debate over managerial entrenchment, bargaining power, shareholder choice, long-term value, and judicial review in corporate-control contests.
Selected Literature
A short list of directly relevant archive entries.
1981
Intermediate
2001
Advanced
2002
Advanced
2002
Advanced
The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy
Lucian A. Bebchuk, John C. Coates IV, and Guhan Subramanian
Stanford Law Review
Related Cases
1985
Corporate Law
Moran v. Household International, Inc.
500 A.2d 1346 (Del. 1985)
Validity of the shareholder rights plan as an antitakeover device.
1985
Corporate Law
Unocal Corp. v. Mesa Petroleum Co.
493 A.2d 946 (Del. 1985)
Judicial review of defensive tactics adopted in response to a hostile takeover bid.
1989
Corporate Law
Paramount Communications Inc. v. Time Inc.
571 A.2d 1140 (Del. 1989)
Board defensive action, long-term corporate strategy, and the boundary of Revlon duties.
1988
Corporate Law
Blasius Industries, Inc. v. Atlas Corp.
564 A.2d 651 (Del. Ch. 1988)
Board action taken for the primary purpose of interfering with shareholder voting power.