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Anti-Takeover Measure

Anti-Takeover Measure

What Is an Anti-Takeover Measure?

An anti-takeover measure is any action that is taken on a nonstop or irregular basis by a firm's management to prevent or dissuade undesirable takeovers by one more firm or group of investors. The endeavors of an obtaining company are typically known as a hostile takeover, as it is undesirable by the target company, thus the target company must utilize defensive measures to prevent the takeover from occurring.

Understanding an Anti-Takeover Measure

Companies are frequently intrigued by acquiring different companies. There are many reasons that a company would wish to do as such.

These reasons can incorporate management accepting that the combination of the two companies would result in synergies that would make the two companies more grounded than if they were standalone. Management could likewise need to secure one more company to gain access to one more area of a market or increase their current market share. They may likewise accept that the company is being run inadequately and that they can run it better, making it more productive. Here and there a company just likes to free themselves of competition.

Procuring companies for the most part try to purchase large measures of the target company's shares until they hold a majority of shares and subsequently control.

Companies that are targets of an acquisition might consent to an acquisition, trusting it to be beneficial, or, they probably shouldn't go down that path. The management of a target company might need to keep up with the independence of the company, particularly in industries where consolidation is heightening. Further, the management may not really accept that potential acquirers will appropriately value the company in a hostile takeover. In these cases, they would need to prevent the acquisition from happening.

Anti-takeover measures can be a continuous part of a company's business plan or can be executed when a company accepts that it has turned into a target. Making a stock less engaging, more costly, and carrying out a retaliatory response are just a portion of the anti-takeover measures a company can utilize.

Common Anti-Takeover Measures

Companies have many various options for preventing takeovers. Continuous provisions remember setting limitations for the corporate covenant and in issues of participating preferred stock. The irregular measures incorporate the purported Pac-Man Defense, which calls for a retaliatory takeover bid focused on the company endeavoring to make the acquisition, and the supposed Macaroni Defense, which includes the giving of various bonds that must be bought at an extreme premium in the event of an acquisition of the company. There are many other common anti-takeover measures.

Poison Pill

One of the most famous anti-takeover measures is the poison pill, otherwise called shareholder's rights. The poison pill permits shareholders, with the exception of the securing company, to purchase extra shares below the market price. This dilutes the value of shares previously held by the obtaining company, making the acquisition more costly.

The rights to purchase extra shares are normally stipulated in company records when shares are issued, hindering any company from chasing after a takeover all along. In the event that a takeover is sought after, a poison pill can be set off when an acquirer claims a certain percentage of shares outstanding.

A poison pill could likewise be structured to let shareholders in the company purchase shares at a discount in the getting company to weaken the shares of those shareholders, subsequently making the takeover endeavor less appealing.

Fair Price Amendment

Different means that might be put in place to prevent takeover endeavors can incorporate the presentation of a fair price amendment into the local laws of the company. This would require any buyer to pay what the local laws decide to be a fair price. This might be derived from the historic prices of the company's shares and incorporate a required payout to all shareholders costing that much. Such an amendment is yet one more method for making a hostile takeover too costly for the buyer.

Procedural Approach

There are likewise procedural ways to deal with putting anti-takeover measures in place. This can incorporate setting up staggered decisions for seats among the board of directors. This strategy will in general make it more hard for a bidder to get directors of their decision chose for the board to advocate for the takeover. In like manner, the company could decide to increase the number of shareholder votes required to affirm any deal, further entangling any takeover efforts.

By introducing such deterrents, anti-takeover measures can give the existing leadership of a company a method for safeguarding their control from hostile bids.


  • Anti-takeover measures look to make the stock less engaging, more costly, or generally challenging to push votes through to endorse a takeover.
  • Common anti-takeover measures incorporate the Pac-Man Defense, the Macaroni Defense, and the poison pill.
  • Anti-takeover measures can be continuous, as part of the business plan, or irregular, happening just when a company accepts it very well may be acquired.
  • To assume control over a company, an acquirer hopes to purchase a majority percentage of outstanding shares, gaining voting control.
  • An anti-takeover measure is any action taken by a company to prevent it from being acquired by another company.
  • Procuring companies might wish to purchase a company to reduce competition, increase market share, or to run it better to make it more beneficial.