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  • All HBS Web  (107)
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    • Research  (99)
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  • All HBS Web  (107)
    • News  (6)
    • Research  (99)
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  • 1988
  • Comment

Characteristics of Hostile and Friendly Takeover Targets

By: Michael Jensen
Keywords: Acquisition
Citation
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Jensen, Michael. Comment on "Characteristics of Hostile and Friendly Takeover Targets." Proceedings of Conference on Corporate Takeovers: Causes and Consequences, edited by Alan Auerbach. University of Chicago Press, 1988.
  • 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
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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.)
  • 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
Keywords: Takeover; Fiduciary Duty; Mergers and Acquisitions; Applications and Software; Ethics; Law; Governing and Advisory Boards; Customer Focus and Relationships; Competition; Strategy; Information Technology Industry; United States
Citation
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Paine, Lynn S., Guhan Subramanian, and David Millstone. "Oracle vs. PeopleSoft (A)." Harvard Business School Case 306-058, November 2005. (Revised February 2006.)
  • September 2006
  • Teaching Note

The MCI Takeover Battle: Verizon versus Qwest (TN)

By: Malcolm P. Baker
Keywords: Mergers and Acquisitions; Telecommunications Industry
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Baker, Malcolm P. "The MCI Takeover Battle: Verizon versus Qwest (TN)." Harvard Business School Teaching Note 207-031, September 2006.
  • January 1997
  • Case

Dr. Sergio Ceccuzzi and SMI: Negotiating Cross-Border Acquisitions in Europe (B)

By: James K. Sebenius
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
Citation
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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
Keywords: Cost; Cash Flow; Acquisition; Corporate Finance
Citation
SSRN
Related
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
Keywords: Mergers and Acquisitions; Change
Citation
Related
Kester, W. Carl. "The New Activist Investors: Private Equity, Hedge Funds and Takeovers." Nomura School of Advanced Management, Tokyo, Japan, July 20, 2007. (Reunion speaker.)
  • 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
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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
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Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Castle Rock Management." Harvard Business School Exercise 916-012, 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
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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
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Lorsch, Jay W., and Kathleen Durante. "Hess Corporation." Harvard Business School Case 413-126, June 2013.
  • 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
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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
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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
Citation
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Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Castle Rock-Fultons-Remingtons." Harvard Business School Exercise 916-011, July 2015.
  • 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
Keywords: Takeovers; COVID-19; Material Adverse Effect; Mergers and Acquisitions; Health Pandemics
Citation
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Related
Subramanian, Guhan, and Caley Petrucci. "Deals in the Time of Pandemic." Columbia Law Review 121, no. 5 (June 2021): 1405–1480.
  • 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
Citation
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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
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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.
  • 2006
  • Other Unpublished Work

The Effect of Takeover Defenses: Discussion Paper, Harvard Law School Olin Center for Law, Economics & Business

By: Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian
Keywords: Acquisition; Integration
Citation
Related
Bebchuk, Lucian Arye, John C. Coates IV, and Guhan Subramanian. "The Effect of Takeover Defenses: Discussion Paper, Harvard Law School Olin Center for Law, Economics & Business." August 2006.
  • July 2012
  • Case

Transatlantic Holdings, Inc. - The Belle of the Ball

By: Clayton S. Rose and Aldo Sesia
In November of 2011 Transatlantic Holdings, Inc., a global property and casualty reinsurance company, announced it had agreed to sell itself to Alleghany Corporation, ending "the most frenzied takeover battle" of 2011, which involved competitors, Warren Buffett's... View Details
Keywords: Mergers & Acquisitions; Finance; Insurance And Reinsurance; Governance; Insurance; Mergers and Acquisitions; Strategy; Valuation; Financial Services Industry; Insurance Industry; United States; Bermuda; Switzerland
Citation
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Rose, Clayton S., and Aldo Sesia. "Transatlantic Holdings, Inc. - The Belle of the Ball." Harvard Business School Case 313-017, July 2012.
  • March 2016 (Revised October 2023)
  • Case

Central European Distribution Corporation: Hostile Takeover, Bankruptcy Makeover

By: Stuart C. Gilson and Sarah L. Abbott
In early 2013, Central European Distribution Corporation (CEDC), a large publicly traded producer and distributer of vodka and spirits in Eastern and Central Europe, has suffered significant declines in its financial performance, is at risk of defaulting on its debt,... View Details
Keywords: Hostile Takeover; Accounting Restatement; Activist Shareholder; Restructuring; Mergers and Acquisitions; Financial Statements; Corporate Governance; Investment Activism; Distribution Industry; Food and Beverage Industry; United States; Russia; Europe
Citation
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Gilson, Stuart C., and Sarah L. Abbott. "Central European Distribution Corporation: Hostile Takeover, Bankruptcy Makeover." Harvard Business School Case 216-059, March 2016. (Revised October 2023.)
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