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Takeover
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- August 2005
- Background Note
Dual Class Share Companies
By: Samuel L. Hayes III, Lynn S. Paine and Christopher Bruner
Provides a brief historical overview of dual class share companies in the United States, focusing on the New York Stock Exchange's evolving position on dual class structures since the 1920s, the impact of hostile takeovers on their use since the 1980s, and recent... View Details
- December 2003 (Revised August 2004)
- Case
Circon (A) (Abridged)
By: Brian J. Hall, Christopher Rose and Guhan Subramanian
In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. CEO Richard Auhll recruited an old HBS friend, George Cloutier, to the Circon board to help him defend the company. Circon's primary defenses include a "poison pill" and a staggered board and... View Details
- December 2003
- Article
Bargaining in the Shadow of Takeover Defenses
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- summer 1997
- Article