In business, atakeover is the purchase of onecompany (thetarget) by another (theacquirer orbidder). In theUK, the term refers to the acquisition of apublic company whose shares are publicly listed, in contrast to theacquisition of aprivate company.

Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may includejunk bonds as well as a simple cash offers. It can also include shares in the new company.

Afriendly takeover is an acquisition which is approved by the management of the target company. Before a bidder makes anoffer for another company, it usually first informs the company'sboard of directors.

In a private company, because the shareholders and the board are usually the same people or closely connected with one another, private acquisitions are usually friendly. If the shareholders agree to sell the company, then the board is usually of the same mind or sufficiently under the orders of the equity shareholders to cooperate with the bidder. This point is not relevant to the UK concept of takeovers, which always involve the acquisition of a public company.^{[citation needed]}

A "bear hug" is an unsolicited takeover bid which is so generous that the shareholders of the target company are very likely to submit, accepting the offer.^[1]

Ahostile takeover allows a bidder to take over a target company whosemanagement is unwilling to agree to amerger or takeover. The party who initiates a hostile takeover bid approaches theshareholders directly, as opposed to seeking approval from officers or directors of the company.^[2] A takeover is consideredhostile if the target company's board rejects the offer, and if the bidder continues to pursue it, or the bidder makes the offer directly after having announced its firm intention to make an offer. Development of the hostile takeover is attributed toLouis Wolfson.^[3] Hostile takeovers are relatively rare; by one estimate, only 40 takeovers (out of 3,300) in 1986 were hostile.^[4]

A hostile takeover can be conducted in several ways. Atender offer can be made where the acquiring company makes a public offer at a fixed price above the currentmarket price.^[5] An acquiring company can also engage in aproxy fight, whereby it tries to persuade enough shareholders, usually asimple majority, to replace the management with a new one which will approve the takeover.^[5] Another method involves quietly purchasing enough stock on the open market, known as acreeping tender offer ordawn raid,^[6] to effect a change in management. In all of these ways, management resists the acquisition, but it is carried out anyway.^[5]

In the United States, a common defense tactic against hostile takeovers is to use section 16 of theClayton Act to seek an injunction, arguing that section 7 of the act, which prohibits acquisitions where the effect may be substantially to lessen competition or to tend to create a monopoly, would be violated if the offeror acquired the target's stock.^[7]

The main consequence of a bid being considered hostile is practical rather than legal. If the board of the target cooperates, the bidder can conduct extensivedue diligence into the affairs of the target company, providing the bidder with a comprehensive analysis of the target company's finances. In contrast, a hostile bidder will only have more limited, publicly available information about the target company available, rendering the bidder vulnerable to hidden risks regarding the target company's finances. Since takeovers often require loans provided bybanks in order to service the offer, banks are often less willing to back a hostile bidder because of the relative lack of target information which is available to them. UnderDelaware law, boards must engage in defensive actions that are proportional to the hostile bidder's threat to the target company.^[8]

A well-known example of an extremely hostile takeover was Oracle's bid to acquirePeopleSoft.^[9] As of 2018, about 1,788 hostile takeovers with a total value of US$28.86 billion had been announced.^[10]

Areverse takeover is a type of takeover where a public company acquires a private company. This is usually done at the instigation of the private company, the purpose being for the private company to effectivelyfloat itself while avoiding some of the expense and time involved in a conventionalIPO. However, in theUK underAIM rules, a reverse takeover is an acquisition or acquisitions in a twelve-month period which for an AIM company would:

• exceed 100 percent in any of the class tests; or
• result in a fundamental change in its business, board or voting control; or
• in the case of an investing company, depart substantially from the investing strategy stated in its admission document or, where no admission document was produced on admission, depart substantially from the investing strategy stated in its pre-admission announcement or, depart substantially from the investing strategy.

An individual or organization, sometimes known as acorporate raider, can purchase a large fraction of the company's stock and, in doing so, get enough votes to replace the board of directors and theCEO. With a new agreeable management team, the stock is, potentially, a much more attractive investment, which might result in a price rise and aprofit for the corporate raider and the other shareholders. A well-known example of a reverse takeover in the United Kingdom wasDarwen Group's 2008 takeover ofOptare plc. This was also an example of a back-flip takeover (see below) as Darwen was rebranded to the more well-known Optare name.^{[citation needed]}

Abackflip takeover is any sort of takeover in which the acquiring company turns itself into asubsidiary of the purchased company. This type of takeover can occur when a larger but less well-known company purchases a struggling company with a very well-known brand. Examples include:

• TheTexas Air Corporation takeover ofContinental Airlines but taking the Continental name as it was better known.
• The SBC takeover of the ailingAT&T and subsequent rename to AT&T.^[11]
• Westinghouse's 1995 purchase of CBS and 1997 renaming toCBS Corporation, withWestinghouse becoming a brand name owned by the company.
• NationsBank's takeover of theBank of America, but adopting Bank of America's name.
• Norwest purchasedWells Fargo but kept the latter due to its name recognition and historical legacy in the American West.
• Interceptor Entertainment's acquisition of3D Realms, but kept the name 3D Realms.
• Nordic Games buyingTHQ assets and trademark and renaming itself toTHQ Nordic.
• Infogrames Entertainment, SA becomingAtari SA.
• The Avago Technologies takeover ofBroadcom Corporation and subsequent rename toBroadcom Inc.
• Overkill Software's takeover ofStarbreeze.^[12]

Often a company acquiring another pays a specified amount for it. This money can be raised in a number of ways. Although the company may have sufficient funds available in its account, remitting payment entirely from the acquiring company's cash on hand is unusual. More often, it will beborrowed from abank, or raised by an issue ofbonds. Acquisitions financed through debt are known asleveraged buyouts, and the debt will often be moved down onto thebalance sheet of the acquired company. The acquired company then has to pay back the debt. This is a technique often used by private equity companies. The debt ratio of financing can go as high as 80% in some cases. In such a case, the acquiring company would only need to raise 20% of the purchase price.^{[citation needed]}

Cash offers forpublic companies often include a "loan note alternative" that allows shareholders to take a part or all of theirconsideration inloan notes rather than cash. This is done primarily to make the offer more attractive in terms oftaxation. A conversion of shares into cash is counted as a disposal that triggers a payment ofcapital gains tax, whereas if the shares are converted into othersecurities, such as loan notes, the tax is rolled over.

A takeover, particularly areverse takeover, may be financed by an all-share deal. The bidder does not pay money, but instead issues newshares in itself to the shareholders of the company being acquired. In a reverse takeover the shareholders of the company being acquired end up with a majority of the shares in, and so control of, the company making the bid. The company has managerial rights.^{[citation needed]}

If a takeover of a company consists of simply an offer of an amount of money per share (as opposed to all or part of the payment being in shares or loan notes), then this is an all-cash deal.^[13]

The purchasing company can source the necessary cash in a variety of ways, including existing cash resources, loans, or a separate issue ofcompany shares.

Takeovers in the UK (meaning acquisitions of public companies only) are governed by theCity Code on Takeovers and Mergers, also known as the 'City Code' or 'Takeover Code'. The rules for a takeover can be found in what is primarily known as 'The Blue Book'. The Code used to be a non-statutory set of rules that was controlled by city institutions on a theoretically voluntary basis. However, as a breach of the Code brought such reputational damage and the possibility of exclusion from city services run by those institutions, it was regarded as binding. In 2006, the Code was put onto a statutory footing as part of the UK's compliance with theEuropean Takeover Directive (2004/25/EC).^[14]

The Code requires that all shareholders in a company should be treated equally. It regulates when and what information companies must and cannot release publicly in relation to the bid, sets timetables for certain aspects of the bid, and sets minimum bid levels following a previous purchase of shares.

In particular:

• a shareholder must make an offer when its shareholding, including that of parties acting in concert (a "concert party"), reaches 30% of the target;
• information relating to the bid must not be released except by announcements regulated by the Code;
• the bidder must make an announcement if rumour or speculation have affected a company's share price;
• the level of the offer must not be less than any price paid by the bidder in the twelve months before the announcement of a firm intention to make an offer;
• if shares are bought during the offer period at a price higher than the offer price, the offer must be increased to that price;

The Rules Governing the Substantial Acquisition of Shares, which used to accompany the Code and which regulated the announcement of certain levels of shareholdings, have now been abolished, though similar provisions still exist in theCompanies Act 1985.

There are a variety of reasons why an acquiring company may wish to purchase another company. Some takeovers areopportunistic – the target company may simply be very reasonably priced for one reason or another and the acquiring company may decide that in the long run, it will end up making money by purchasing the target company. The largeholding companyBerkshire Hathaway has profited well over time by purchasing many companies opportunistically in this manner.

Other takeovers arestrategic in that they are thought to have secondary effects beyond the simple effect of the profitability of the target company being added to the acquiring company's profitability. For example, an acquiring company may decide to purchase a company that is profitable and has gooddistribution capabilities in new areas which the acquiring company can use for its own products as well. A target company might be attractive because it allows the acquiring company to enter a new market without having to take on the risk, time and expense of starting a new division. An acquiring company could decide to take over a competitor not only because the competitor is profitable, but in order to eliminate competition in its field and make it easier, in the long term, to raise prices. Also a takeover could fulfill the belief that the combined company can be more profitable than the two companies would be separately due to a reduction of redundant functions.

Takeovers may also benefit from aprincipal-agent problem associated with top executive compensation. For example, it is fairly easy for a top executive to reduce the price of their company's stock due toinformation asymmetry. The executive can accelerate accounting of expected expenses, delay accounting of expected revenue, engage inoff-balance-sheet transactions to make the company's profitability appear temporarily poorer, or simply promote and report severely conservative (i.e. pessimistic) estimates of future earnings. Such seemingly adverse earnings news will be likely to (at least temporarily) reduce the company's stock price. (This is again due to information asymmetries since it is more common for top executives to do everything they can towindow dress their company's earnings forecasts.) There are typically very few legal risks to being 'too conservative' in one's accounting and earnings estimates.^{[citation needed]}

A reduced share price makes a company an easier takeover target. When the company gets bought out (or taken private) – at a dramatically lower price – the takeover artist gains a windfall from the former top executive's actions to surreptitiously reduce the company's stock price. This can represent tens of billions of dollars (questionably) transferred from previousshareholders to the takeover artist. The former top executive is then rewarded with agolden handshake for presiding over thefire sale that can sometimes be in the hundreds of millions of dollars for one or two years of work. This is nevertheless an excellent bargain for the takeover artist, who will tend to benefit from developing a reputation of being very generous to parting top executives. This is just one example of a principal-agent problem, otherwise regarded asperverse incentive.

Similar issues occur when a publicly held asset or non-profit organization undergoesprivatization. Top executives often reap tremendous monetary benefits when a government owned or non-profit entity is sold to private hands. Just as in the example above, they can facilitate this process by making the entity appear to be in financial crisis. This perception can reduce the sale price (to the profit of the purchaser) and make non-profits and governments more likely to sell. It can also contribute to a public perception that private entities are more efficiently run, reinforcing the political will to sell off public assets.^{[citation needed]}

Takeovers also tend to substitute debt for equity. In a sense, any government tax policy of allowing for deduction of interest expenses but not ofdividends, has essentially provided a substantial subsidy to takeovers. It can punish more-conservative or prudent management that does not allow their companies toleverage themselves into a high-risk position. High leverage will lead to high profits if circumstances go well but can lead to catastrophic failure if they do not. This can create substantialnegative externalities for governments, employees, suppliers and otherstakeholders.^{[citation needed]}

Corporate takeovers occur frequently in theUnited States,Canada,United Kingdom,France andSpain. They happen only occasionally inItaly because larger shareholders (typically controlling families) often have special board voting privileges designed to keep them in control. They do not happen often inGermany because of thedual board structure, nor inJapan because companies have interlocking sets of ownerships known askeiretsu, nor in thePeople's Republic of China because many publicly listed companies arestate owned.^{[citation needed]}

There are quite a few tactics or techniques which can be used to deter a hostile takeover.

• Breakup fee
• Concentration of media ownership
• Control premium
• List of largest mergers and acquisitions
• Mergers and acquisitions
• Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
• Scrip bid
• Squeeze out
• Successor company
• Transformational acquisition

• Scherer, F M. 1988. "Corporate Takeovers: The Efficiency Arguments."Journal of Economic Perspectives 2 (1): 69–82.

• Picot, Gerhard, ed. (2002).Handbook of International Mergers and Acquisitions: Preparation, Implementation, and Integration.Palgrave Macmillan.ISBN 0-333-96867-0.OCLC 48588374.