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The Case Against Shark Repellent Amendments: Structural Limitations On The Enabling Concept, Ronald J. Gilson
The Case Against Shark Repellent Amendments: Structural Limitations On The Enabling Concept, Ronald J. Gilson
Faculty Scholarship
The tactical history of the tender offer movement resembles an unrestrained arms race. Faced with offeror assaults in the form of Saturday night specials, various types of bear-hugs, godfather offers, and block purchases, target management responded with equally intriguing defensive tactics: the black book, reverse bear-hug, sandbag, show stopper, white knight, and, drawing directly on military jargon, the scorched earth. But however varied the labels given particular defensive strategies, they share the common characteristic of being responsive: They are available only after an offer is made and the battle for the target's independence joined. From the target's perspective, what was …
Seeking Competitive Bids Versus Pure Passivity In Tender Offer Defense, Ronald J. Gilson
Seeking Competitive Bids Versus Pure Passivity In Tender Offer Defense, Ronald J. Gilson
Faculty Scholarship
Responding to my comments in the Stanford Law Review, and to those of Lucian Bebchuk in the Harvard Law Review, Professors Easterbrook and Fischel have reiterated their preference for a rule of pure passivity by target management in response to a tender offer. Unlike my more limited rule barring defensive tactics designed to prevent the offer but not barring the facilitation of competitive bids, Easterbrook and Fischel would prohibit both. Because their response to the points that Bebchuk and I raised goes beyond their initial treatment of the subject, it is appropriate that I respond here by extending …