Corporate Governance
Introductory
Tender Offer
A public offer by a bidder to purchase shares directly from target shareholders, often as a route to acquiring corporate control.
Why It Matters
Tender offers are central to takeover law because they shift attention from board negotiation to shareholder choice, market pricing, disclosure, coercion, and the design of defensive tactics.
Selected Literature
A short list of directly relevant archive entries.
1965
Intermediate
1980
Advanced
Takeover Bids, the Free-Rider Problem, and the Theory of the Corporation
Sanford J. Grossman and Oliver D. Hart
Bell Journal of Economics
1981
Intermediate
2002
Advanced
Related Cases
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.
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.
1997
Securities Regulation
United States v. O'Hagan
521 U.S. 642 (1997)
Misappropriation theory of insider trading and tender-offer fraud rules.
1854
Foundations of Law and Economics
Hadley v. Baxendale
9 Exch. 341, 156 Eng. Rep. 145 (1854)
Foreseeability, information disclosure, and limits on consequential damages for breach of contract.