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f9488a8cf8 3. In the U.S the board of directors can incorporate a poison pill without asking the shareholders, but in some countries this must be decided through a shareholders voting, some of those countries are Canada and Sweden (Pearce & Robinson, 2004). A Review and Comparison of Takeover Defenses in the U.S. This bid is very often a lot higher than what the target firm is valued on the market, in order to receive a positive response from the shareholders and the board of directors of the target firm. The Golden Parachute s primary function in a hostile takeover is to align incentives between shareholders and the executives of the target company as there generally are concerns about executives who face a hostile takeover while risking losing their jobs, oppose the bid even when it increases the value for shareholders.
Although the terms Mergers and Acquisitions may be used synonymously, but they differ in sense that a merger take place when two firms agree to go forward as a single new company and in acquisition the right over other company is acquired. Once implemented, the poison pill can only be redeemed by the board of directors. By now explaining how precisely a staggered board is constructed its effects will be clear. To replace the whole board it would take three years due to the structure of the staggered board. The flip-over pill gives the existing shareholders in the targeted company the right to buy the acquiring companies shares for a discounted price in the event of a total merger or acquisition. Whit a white knight the management of the targeted company can negotiate several deals that do not have to include a full takeover of the firm and risk losing their positions. A company could during a short period of time have a management that is ineffective, but in theory, if the market has its way, they will eventually in the long run be replaced. Quantity: Total Price = $9.99 plus shipping (U.S.