What is a hostile takeover?

A hostile takeover is a type of corporate law practice which occurs when an individual or a corporate entity attempts to acquire control of a company without the consent of the target company’s board of directors. In a hostile takeover, the aggressor or bidder often attempts to buy as much of the shares of the target company as possible in order to gain a majority of its shares and control of the company. In New York, hostile takeovers are regulated by the state’s corporate law under the business corporation law, which gives the target company’s board of directors certain defenses to protect the company from a potentially hostile takeover. These defenses include the “just say no” defense, which prevents the board of directors from making any decision that would benefit the bidder at the expense of the target company’s shareholders. Additionally, New York’s corporate law provides a “fair-price” defense, which requires bidders to offer a fair price for the target company’s shares and prohibits the board of directors from giving any special advantages to the bidder. Ultimately, hostile takeovers are a type of corporate law practice that can be used by individuals or companies to attempt to gain control of a target company without the consent of the target company’s board of directors.

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What is a hostile takeover?

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