Standard of Review
The Problem of the hostile bid
insider status (sec. 16(b)) triggered
management of the target
Effect of the William Act on tender offer for corp. control
IC EF or BJR
Bidder
potential prob.
Percentage of the shares acquired matters:
Class 10 Tender offer (1) -general
Unocal (1985) or not? Check the history
Change in standard of review adopted by EF regarding TD
disclsoure required by Schedule 13D (sec. 13(d))
General Pattern: DGCL 144 & MBCA 8.60
Unocal
In case where management entrenchment
leading to further understanding on the strucutre of such devices
to-be-kept- open mnimum time period (sec. 14(e))
the lack of organization and communication will be taken advantage of by the bidder
Assumping mamagement full committed to its fiduciary duty
resale result in forfeiting the profits
10%
how to distinguish its motivation
Obligation to inform position on bid (rule 14(e)-2)
how to define the \"interest\"
sophistication in new-developed anti-takeover device
Disclosure required when TO is announced (sec. 14(d))
background notable
Announcement cause increase of the price
The role of Takeover Defense
Traditionally: business purpose test
Esp. in case of Conflict D
5%
Presumption of good faith under BJR is rebutted only where D's sole or primary purpose for adopting a course of action or refusing to adopt another is to retain control
