Hostile Takeovers

By Miriam Osei-Bonsu · updated 6 November 2017

A hostile takeover is the acquisition of a corporation against the wishes of its management and board of directors. The acquiring company bypasses the board and makes a tender offer directly to shareholders, offering to buy their shares at a premium. If enough shareholders accept, control changes hands. The target company, as an independent entity, is dissolved.

The hostile takeover was perfected in the 1980s by figures like T. Boone Pickens and Carl Icahn, who used junk bonds to finance acquisitions of companies larger than their own. The target company's management would resist — adopting "poison pills," seeking "white knights," filing lawsuits — but the logic of the market was inexorable. If the acquirer offered more than the market thought the company was worth, shareholders would sell.

The dissolution here is not of the corporation's operations but of its independence. The factories keep running. The products keep shipping. But the company is no longer itself. Its management is replaced. Its strategy is redirected. Its culture is absorbed. The corporation dissolves into the acquirer like a sugar cube in coffee: the substance remains, but the form is gone.

See also: liquidation.

In Fiction

The 1987 film Wall Street crystallized the hostile takeover as popular mythology. Gordon Gekko's "greed is good" speech is a defence of dissolution — of companies, of communities, of moral constraints — in the name of efficiency. The film ends with Gekko's arrest, but the culture absorbed the speech and ignored the ending.

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