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- Faculty Publications (79)
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- All HBS Web (107)
- Faculty Publications (79)
- 1988
- Comment
Characteristics of Hostile and Friendly Takeover Targets
By: Michael Jensen
Keywords: Acquisition
- May 2017 (Revised February 2024)
- Case
Battle for the Soul of Capitalism: Unilever and the Kraft Heinz Takeover Bid (A)
By: William W. George and Amram Migdal
This case describes Kraft Heinz Company’s (KHC) February 2017 unsolicited $143 billion takeover offer to acquire Unilever. The offer was made to Unilever CEO Paul Polman by KHC chairman Alexandre Behring, who was also co-founder and CEO of Brazilian-based 3G Capital... View Details
George, William W., and Amram Migdal. "Battle for the Soul of Capitalism: Unilever and the Kraft Heinz Takeover Bid (A)." Harvard Business School Case 317-127, May 2017. (Revised February 2024.)
- 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.)
- October 1996 (Revised December 1997)
- Case
American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer
American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest mergers and-acquistions transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had... View Details
Keywords: Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Pharmaceutical Industry; United States
Wruck, Karen, and Sherry P. Roper. "American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer." Harvard Business School Case 897-048, October 1996. (Revised December 1997.)
- 15 Jul 2015
- News
Micron Technology Is Said to Be Takeover Target of Chinese Company
- November 2005 (Revised February 2006)
- Case
Oracle vs. PeopleSoft (A)
By: Lynn S. Paine, Guhan Subramanian and David Millstone
Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the... View Details
- 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.
- 1994
- Chapter
The Agency Costs of Free Cash Flow: Corporate Finance and Takeovers
By: Michael Jensen
Jensen, Michael. "The Agency Costs of Free Cash Flow: Corporate Finance and Takeovers." In Management Buy-Outs, edited by Mike Wright and Keith Bradley, series editor, pp. 3–9. International Library of Management. England and Vermont: Dartmouth Publishing, 1994. (Also in AER, Vol. 76, No. 2 (May, 1986); abridged in Simon Management Rev, (Win, 1986); & forthcoming in Jensen, Management Revolution: The Legacy of the Market for Corporate Control, Harvard University Press.)
- 20 Jul 2007
- Keynote Speech
The New Activist Investors: Private Equity, Hedge Funds and Takeovers
By: W. Carl Kester
- January 2017 (Revised December 2017)
- Case
Merging American Airlines and US Airways (A)
By: David G. Fubini, David A. Garvin and Carin-Isabel Knoop
In February 2013, US Airways announced that it would merge with American Airlines to create the world’s largest airline. Doug Parker, the CEO of US Airways, would become CEO of the new American Airlines Group (AAL). The case describes a number of critical decisions... View Details
Keywords: Airlines; Merger; Takeover; Integration Strategy; Merger Integration; Mergers and Acquisitions; Decision Making; Governance; Management Teams; Operations; Organizational Culture; Air Transportation Industry; United States
Fubini, David G., David A. Garvin, and Carin-Isabel Knoop. "Merging American Airlines and US Airways (A)." Harvard Business School Case 417-054, January 2017. (Revised December 2017.)
- July 2015
- Exercise
An Activist Approach: Confidential Role Assignment for Castle Rock Management
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Castle Rock Management." Harvard Business School Exercise 916-012, July 2015.
- July 2015
- Exercise
An Activist Approach: Confidential Role Assignment for Remingtons Housewares
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Remingtons Housewares." Harvard Business School Exercise 916-014, July 2015.
- July 2015
- Exercise
An Activist Approach: Confidential Role Assignment for Fultons Department Stores
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Fultons Department Stores." Harvard Business School Exercise 916-013, July 2015.
- July 2015
- Exercise
An Activist Approach: Castle Rock-Fultons-Remingtons
By: Guhan Subramanian and Kait Szydlowski
A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are... View Details
Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Castle Rock-Fultons-Remingtons." Harvard Business School Exercise 916-011, July 2015.
- January 2016 (Revised January 2019)
- Supplement
The Allergan Board Under Fire (B)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details
Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R＆D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Corporate Governance; Investment Activism; Business and Stakeholder Relations; Business Model; Business and Shareholder Relations; Valuation; Pharmaceutical Industry
Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (B)." Harvard Business School Supplement 316-029, January 2016. (Revised January 2019.)
- June 2013
- Case
Hess Corporation
By: Jay W. Lorsch and Kathleen Durante
On January 29, 2013, Elliott Management, a hedge fund run by Paul E. Singer, which owned 4.5% of Hess Corporation stock, put forward a slate of five independent directors it wanted elected to improve the company's performance. Elliott argued that Hess lacked focus and... View Details
Keywords: Takeover Attempt; Board; Hess; Governing and Advisory Boards; Organizational Structure; Acquisition; Financial Services Industry; Energy Industry
Lorsch, Jay W., and Kathleen Durante. "Hess Corporation." Harvard Business School Case 413-126, June 2013.
- January 2016 (Revised January 2019)
- Case
The Allergan Board Under Fire (A)
By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund... View Details
Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R＆D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Management Teams; Business and Shareholder Relations; Pharmaceutical Industry
Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (A)." Harvard Business School Case 316-010, January 2016. (Revised January 2019.)
- November 2017
- Supplement
Merging American Airlines and US Airways (B)
By: David G. Fubini, David A. Garvin and Carin-Isabel Knoop
Exhibit to Merging American Airlines and US Airways (A) case. In February 2013, US Airways announced that it would merge with American Airlines to create the world’s largest airline. Doug Parker, the CEO of US Airways, would become CEO of the new American Airlines... View Details
Keywords: Airlines; Merger; Takeover; Integration Strategy; Merger Integration; Mergers and Acquisitions; Decision Making; Governance; Management Teams; Operations; Organizational Culture; Air Transportation Industry; United States
Fubini, David G., David A. Garvin, and Carin-Isabel Knoop. "Merging American Airlines and US Airways (B)." Harvard Business School Supplement 418-036, November 2017.
- June 2021
- Article
Deals in the Time of Pandemic
By: Guhan Subramanian and Caley Petrucci
The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the... View Details
Subramanian, Guhan, and Caley Petrucci. "Deals in the Time of Pandemic." Columbia Law Review 121, no. 5 (June 2021): 1405–1480.