Anti-Takeover Measure

  

Nose Plugs 4 Less has been run poorly for a decade. It used to be the dominant nosebleed-preventer in the industry. But after years of, uh...leakage…the stock has come all the way down from $100 a share to $20 a share today.

Frustrated investors who bought in at $100 and $80 and $72 and $53 and $45 and $33...have written reams of complaint letters to the board, who just doesn't seem to listen to what is obvious as a fix. They have to fire the CEO and put someone in power who will...stop the bleeding. But they won't. For whatever reason.

So now, these angry shareholders...and yes, they are...Hostile...they get together and openly try to buy the company under a process where they purchase as many shares as they can buy.

And then, finally, when they have a majority ownership in the company, they start electing new board members…ones who actually…listen. Remember that it’s the common shareholders who elect the board...who hires the CEO...who hires…everyone else, pretty much.

And hostile takeovers still happen these days. Here’s one of the juicier ones, and arguably worst wealth destroying deal-passes in history…Microsoft tried to go hostile and buy Yahoo in 2008...And Jerry and the board didn’t listen.

So hostile takeovers are not necessarily bad. They’re only bad for poorly run companies. And even then, the common shareholders who actually own the company eventually get paid. So yeah - the best way to avoid a hostile takeover is, uh… always to plug the leak before it gets to be a problem...

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Finance: What is a poison pill?4 Views

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Finance allah shmoop what is a poison pill O romeo

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romeo Wherefore out the ac Well if you can't have

00:12

me nobody can have me pill lug dead dead alright

00:17

that's poison pill allah romeo and juliet and performed by

00:20

your friends here and the corporate version Well it isn't

00:23

all that different In fact there are really two flavors

00:25

of poison pill flintstones chewable lt's called flip ins which

00:29

allow current shareholders to buy a ton more shares at

00:33

a big discount toe where their shares are currently trading

00:36

flippen like if the shares are at forty bucks each

00:39

current shareholder than gets allowed to buy five shares for

00:42

ten bucks each for each share that they currently own

00:45

and have owned for the last in a year About

00:48

that would be a flipping well this flip in process

00:51

dilutes the company dramatically making it harder for an outside

00:55

takeover soldier to come in and you know just buy

00:57

the company that's a flip in the non chewable flintstone

01:01

flavor that you have to actually swallow is called ah

01:03

flip over which comes is a mandate from the board

01:07

allowing current shareholders to buy the shares of the acquirer

01:11

After the merger at a big discount it basically destroys

01:14

enormous value in the combined company making It tastes like

01:17

a bitter moth to ah hungry bat so you know

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he spits it out The basic idea in these poison

01:23

pill defense strategies is to deal with hostile takeovers And

01:28

a lot of those came during the junk bond era

01:30

in the nineteen eighties when cheap high risk capital was

01:33

liquid Lee easily available almost anywhere and companies felt vulnerable

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to short term quick buck wall street sharpies who looked

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great in a dark suit and usually had awesome hair

01:45

So yeah people for details carefully watch wall street the

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first one the good one the one with michael douglas

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when he still had hair and what you don't really 00:01:54.212 --> [endTime] hear there is he said Shmoop is good yeah

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