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Takeover →
- December 2003
- Article
Bargaining in the Shadow of Takeover Defenses
Subramanian, Guhan. "Bargaining in the Shadow of Takeover Defenses." Yale Law Journal 113, no. 3 (December 2003). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2004, out of 439 articles published in that year.)
- July 2003 (Revised February 2004)
- Background Note
M&A Legal Context: Hostile Takeovers
By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
Introduces students to the main tactical maneuvers used by hostile bidders, including bear hugs, proxy fights, tender offers, and toeholds. Also describes how, in the United States, tender offers are regulated by the federal government via the Williams Act. View Details
Keywords: Acquisition; Cash; Governing Rules, Regulations, and Reforms; Code Law; Bids and Bidding; United States
Baldwin, Carliss Y., Constance E. Bagley, and James Quinn. "M&A Legal Context: Hostile Takeovers." Harvard Business School Background Note 904-005, July 2003. (Revised February 2004.)
- May 2002
- Supplement
Circon
By: Brian J. Hall and Guhan Subramanian
This case consists of two parts. Part one contains portions of a panel discussion on corporate governance, the poison pill, and hostile takeover attempts/defenses. Part two contains clips from separate visits by George Cloutier and Richard Auhll to the HBS classroom. View Details
- October 2001 (Revised January 2002)
- Case
Auction Vignettes
By: Guhan Subramanian and Michelle Kalka
This case consists of a series of short vignettes illustrating several auctions: the auctions for Hillary Clinton's biography and the talents of baseball star Alex Rodriguez; eBay online auctions; the Turkish government's auction for a 51% stake in its state-run gas... View Details
Keywords: Auctions
Subramanian, Guhan, and Michelle Kalka. "Auction Vignettes." Harvard Business School Case 902-070, October 2001. (Revised January 2002.)
- October 2001 (Revised December 2001)
- Case
EU Takeover Directive
By: Guhan Subramanian and Michelle Kalka
The draft 13th Company Law Directive, originally written in the 1980s and first formally proposed in 1990, was intended to harmonize the takeover laws of the member states of the European Union (EU). From its inception, though, this bill was controversial. Nations... View Details
Keywords: Conflict of Interests; Mergers and Acquisitions; Laws and Statutes; Policy; Problems and Challenges; Cross-Cultural and Cross-Border Issues; Germany; United Kingdom; European Union
Subramanian, Guhan, and Michelle Kalka. "EU Takeover Directive." Harvard Business School Case 902-066, October 2001. (Revised December 2001.)
- March 2001 (Revised December 2003)
- Case
Circon (A)
By: Brian J. Hall, Guhan Subramanian and Christopher A Rose
In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A... View Details
Keywords: Motivation and Incentives; Corporate Governance; Medical Devices and Supplies Industry; United States
Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
- November 2000 (Revised December 2001)
- Case
iSteelAsia (A)
By: Rosabeth M. Kanter and Pamela A. Yatsko
The chairman of a Hong Kong-based steel distributor starts an online Asian steel trading portal and contemplates different paths to profitability and growth. Barriers include industrial culture, weakened markets in the spring of 2000, and vulnerability to takeover by... View Details
Keywords: Commercialization; Distribution Channels; Business Growth and Maturation; Horizontal Integration; Transformation; Corporate Strategy; Business Strategy; Mergers and Acquisitions; Steel Industry; Hong Kong
Kanter, Rosabeth M., and Pamela A. Yatsko. "iSteelAsia (A)." Harvard Business School Case 301-025, November 2000. (Revised December 2001.)
- August 2000
- Case
Mannesmann AG
By: Jay W. Lorsch and Katharina Pick
Explores the functioning of a German supervisory board in the context of a takeover bid made by a British company. View Details
Keywords: Corporate Governance; Mergers and Acquisitions; Governing and Advisory Boards; Cross-Cultural and Cross-Border Issues; Germany; United Kingdom
Lorsch, Jay W., and Katharina Pick. "Mannesmann AG." Harvard Business School Case 401-013, August 2000.
- July 2000 (Revised August 2001)
- Case
Telecom Italia Takeover (D): Bernabe's Revenge
By: Michael D. Watkins, James K. Sebenius and Ann Leamon
Supplements the (A) case. View Details
Watkins, Michael D., James K. Sebenius, and Ann Leamon. "Telecom Italia Takeover (D): Bernabe's Revenge." Harvard Business School Case 801-095, July 2000. (Revised August 2001.)
- May 2000 (Revised August 2001)
- Case
Telecom Italia Takeover (B)
By: Michael D. Watkins, James K. Sebenius and Ann Leamon
Supplements the (A) case. View Details
Watkins, Michael D., James K. Sebenius, and Ann Leamon. "Telecom Italia Takeover (B)." Harvard Business School Case 800-364, May 2000. (Revised August 2001.)
- May 2000 (Revised August 2001)
- Case
Telecom Italia Takeover (C)
By: Michael D. Watkins, James K. Sebenius and Ann Leamon
Supplements the (A) case. View Details
Watkins, Michael D., James K. Sebenius, and Ann Leamon. "Telecom Italia Takeover (C)." Harvard Business School Case 800-365, May 2000. (Revised August 2001.)
- May 2000 (Revised August 2001)
- Case
Telecom Italia Takeover (A)
By: Michael D. Watkins, James K. Sebenius and Ann Leamon
After two months at the helm of Telecom Italia, Franco Bernabe is confronted by a hostile takeover bid from a much smaller rival. He has a few days in which to maneuver. The case describes the background of Italian telecoms and of the bid itself. Also presents the... View Details
Keywords: Negotiation Process; Mergers and Acquisitions; Leadership Style; Telecommunications Industry; Italy
Watkins, Michael D., James K. Sebenius, and Ann Leamon. "Telecom Italia Takeover (A)." Harvard Business School Case 800-363, May 2000. (Revised August 2001.)
- December 1999 (Revised April 2000)
- Case
Franco Bernabe: Reflections on Telecom Italia (A)
By: Linda A. Hill and Kristin Doughty
In November 1998, Franco Bernabe left ENI to become CEO of Telecom Italia, Italy's primary telecommunications provider. Three months later, Roberto Colaninno, CEO of Olivetti SpA, an Italian computer and telecom company one fifth the size of Telecom Italia, launched a... View Details
Hill, Linda A., and Kristin Doughty. "Franco Bernabe: Reflections on Telecom Italia (A)." Harvard Business School Case 400-060, December 1999. (Revised April 2000.)
- July 1999 (Revised April 2001)
- Case
Quickturn Design Systems, Inc. (A)
By: Jay W. Lorsch and Katharina Pick
Quickturn Design Systems, Inc. faces a hostile takeover bid from its competitor, Mentor Graphics. Mentor makes the bid at a moment when Quickturn's stock price is depressed and the company is defending against a patent suit filed by Mentor. The two companies have a... View Details
Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry
Lorsch, Jay W., and Katharina Pick. "Quickturn Design Systems, Inc. (A)." Harvard Business School Case 400-001, July 1999. (Revised April 2001.)
- October 1998 (Revised January 1999)
- Case
Echlin vs. SPX
By: Paul M. Healy, Bjorn N. Jorgensen and Penny Joseph
Echlin has received a hostile takeover offer from SPX. Both companies have been undertaking major restructurings, and Echlin's shareholders face a difficult decision of whether to support current management or sell out to SPX. Students are asked to analyze the two... View Details
Healy, Paul M., Bjorn N. Jorgensen, and Penny Joseph. "Echlin vs. SPX." Harvard Business School Case 199-010, October 1998. (Revised January 1999.)
- June 1998
- Article
A New Takeover Defense Mechanism: Using an Equal Treatment Agreement as an Alternative to the Poison Pill
Subramanian, Guhan. "A New Takeover Defense Mechanism: Using an Equal Treatment Agreement as an Alternative to the Poison Pill." Delaware Journal of Corporate Law 23, no. 2 (June 1998).
- April 1998 (Revised May 2001)
- Supplement
Acquisition of Consolidated Rail Corporation (B), The
By: Benjamin C. Esty, Lori A. Flees and Mathew M Millett
Eight days after CSX announced it was going to buy Consolidated Rail (Conrail) for $88.65 per share, Norfolk Southern made a hostile $100 per share bid for Conrail. Over the next several months, the potential acquirers upped their bids while exchanging criticism in the... View Details
Keywords: Law; Valuation; Rail Transportation; Bids and Bidding; Governance Controls; Mergers and Acquisitions; Business Strategy; Corporate Finance; Rail Industry; United States
Esty, Benjamin C., Lori A. Flees, and Mathew M Millett. "Acquisition of Consolidated Rail Corporation (B), The." Harvard Business School Supplement 298-095, April 1998. (Revised May 2001.)
- summer 1997
- Article
Which Takeovers are Profitable: Strategic or Financial?
Healy, Paul M., Krishna G. Palepu, and Richard S. Ruback. "Which Takeovers are Profitable: Strategic or Financial?" MIT Sloan Management Review 38, no. 4 (summer 1997): 45–57.
- January 1997
- Case
Dr. Sergio Ceccuzzi and SMI: Negotiating Cross-Border Acquisitions in Europe (B)
Since the 1960s, SMI has quietly executed a series of brilliantly negotiated takeovers throughout Europe, often acquiring companies much larger than itself. Despite formidable obstacles, SMI has managed to acquire state-owned competitors in Italy and France, as well as... View Details
Keywords: Acquisition; Corporate Governance; International Relations; Negotiation Tactics; Consolidation; Mining Industry; Europe
Sebenius, James K. "Dr. Sergio Ceccuzzi and SMI: Negotiating Cross-Border Acquisitions in Europe (B)." Harvard Business School Case 897-085, January 1997.
- November 1996
- Case
Del Webb Corporation (C), The
By: Jay W. Lorsch and Samanta Graff
Dion and the other Del Webb directors were open to having Industrial Equity Pacific (IEP) and Webcott Holdings representation on the board. The IEP representative was perceived as reserved and lacking in sophistication. Cotter of Webcott, however, struck the directors... View Details
Keywords: Crisis Management; Management Succession; Strategic Planning; Governing and Advisory Boards; Horizontal Integration; Conflict Management
Lorsch, Jay W., and Samanta Graff. "Del Webb Corporation (C), The." Harvard Business School Case 497-019, November 1996.