ShmoopTube

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Finance a la shmoop what is a hostile takeover?

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alright nose plugs 4 less has been run poorly for a decade it used to be the [Man discussing company with nose plugs]

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dominant nose bleed preventer in the industry but after years of you know

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leakage the stock has come all the way down from a hundred bucks a share to

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twenty dollars today frustrated investors who bought in at a hundred and

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then 80 and then 72, 53, 45 and 33 have written

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reams of complaint letters to the board who just doesn't seem to listen to what [Man angrily typing complaint on keyboard]

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is an obvious fix well they have to fire the CEO and put someone in power who

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will you know stop the bleeding but they won't for whatever reason the board is

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remaining loyal to the CEO so now these angry shareholders and yes they are

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hostile well, they get together and openly try to buy the company under a

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process where they buy off as many shares as they can common shares they

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team up among themselves yeah and then finally when they have a majority

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ownership in the company or at least enough to sway the vote they start [Pie chart appears with hostile shareholders]

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electing new board members with their common share votes

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you know board members who actually listen to them remember that it's the

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common shareholders who elect the board here people then the board hires the CEO

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who hires well pretty much everyone else and hostile takeovers still happen these

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days or at least get threatened here's one of the juicier ones and arguably one

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of the worst wealth destroying deal passes in history when Microsoft tried to

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go hostile and by Yahoo in 2008 and the board didn't listen and while they ended [Man with microsoft briefcase for head giving presentation]

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up selling for less and so here's kind of the letter yeah you can kind of skim

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So went on and on Yahoo past and while bad things [Microsoft merge failure newspaper article appears]

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happened so hostile takeovers do they happen to well-run good companies who

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were doing well? well generally no they're only bad for poorly run

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companies and actually good for the shareholders because hostile takeovers

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usually mean the share appreciates in value

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and so then the common shareholders who actually own the company well at least

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they eventually get paid at least something closer to a fair price so yeah

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the best way to avoid a hostile takeover well as always to plug the leak before [CEO plugs in nose plugs]

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it you know gets to be a problem

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