Briefly explain four major types of anti-takeover amendments.

CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · December 2018
Briefly explain four major types of anti-takeover amendments.

Answer & Explanation:

Four major types of anti-takeover amendments are mentioned below: Supermajority Amendments - These amendments require shareholders' approval by at least 2/3 vote and sometimes as much as 90% of the voting power. Pure or inflexible super majority provisions would seriously limit the management's scope of options and flexibility in takeover negotiations. Fair-Price Amendments - These are supermajority provisions with a Board out clause and an additional clause waiving the supermajority requirement if a fair-price is paid for the purchase of all the shares. Thus, fair-price amendments defend against two-tier tender offers that are not approved by the target's Board. Classified Boards - It provides for a staggered, or classified Board of Directors to delay effective transfer and control in a takeover. Authorization of Preferred Stock - This device is a defense against hostile takeover bids. Under this provision, the Board of directors is authorized to create a new class of securities with special voting rights.

Topics: Takeovers

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