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    • All HBS Web  (48)
      • Faculty Publications  (19)

      Tender Offer Remove Tender Offer →

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      • 2022
      • Article

      Pills in a World of Activism and ESG

      By: Guhan Subramanian and Caley Petrucci
      Easterbrook and Fischel’s The Economic Structure of Corporate Law advances their now famous passivity thesis, which posits that managers should remain passive in the face of an unsolicited tender offer for the company’s shares. Consistent with the broader...  View Details
      Keywords: Investment Activism; Governance Controls; Business and Shareholder Relations
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      Subramanian, Guhan, and Caley Petrucci. "Pills in a World of Activism and ESG." University of Chicago Business Law Review 1 (2022): 417–439.
      • January 2018
      • Case

      OldTown Berhad

      By: Benjamin C. Esty and Greg Saldutte
      In December 2017, Jacobs Douwe Egberts (JDE, a Dutch coffee company) made an offer to acquire OldTown Berhad (OTB), a Malaysian coffee company. Three large shareholders, representing more than half of the outstanding shares, have agreed to tender their shares, and...  View Details
      Keywords: Mergers & Acquisitions; Discounted Cash Flow (DCF); Malaysia; Coffee; Consumer Packaged Goods (CPG); Free Cash Flow (FCF); Multiples; Bidding Premia; Netherlands; Tender Offer; Mergers and Acquisitions; Valuation; Value Creation; Food; Investment Return; Retail Industry; Consumer Products Industry; Food and Beverage Industry; Malaysia; Netherlands; Singapore; Asia
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      Esty, Benjamin C., and Greg Saldutte. "OldTown Berhad." Harvard Business School Case 218-058, January 2018.
      • January 2018
      • Supplement

      OldTown Berhad

      By: Benjamin C. Esty and Greg Saldutte
      In December 2017, Jacobs Douwe Egberts (JDE, a Dutch coffee company) made an offer to acquire OldTown Berhad (OTB), a Malaysian coffee company. Three large shareholders, representing more than half of the outstanding shares, have agreed to tender their shares and...  View Details
      Keywords: Mergers & Acquisitions; Discounted Cash Flow (DCF); Malaysia; Coffee; Consumer Packaged Goods (CPG); Free Cash Flow (FCF); Multiples; Bidding Premia; Netherlands; Tender Offer; Mergers and Acquisitions; Valuation; Value Creation; Food; Investment Return; Retail Industry; Consumer Products Industry; Food and Beverage Industry; Malaysia; Netherlands; Singapore; Asia
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      Esty, Benjamin C., and Greg Saldutte. "OldTown Berhad." Harvard Business School Spreadsheet Supplement 218-714, January 2018.
      • April 2016 (Revised June 2017)
      • Teaching Note

      Dollar General Bids for Family Dollar

      By: Jonas Heese, Paula A. Price and Suraj Srinivasan
      In spring 2015, Dollar General CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over 11,500...  View Details
      Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry
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      Heese, Jonas, Paula A. Price, and Suraj Srinivasan. "Dollar General Bids for Family Dollar." Harvard Business School Teaching Note 116-052, April 2016. (Revised June 2017.)
      • January 2016 (Revised January 2019)
      • Case

      The Allergan Board Under Fire (A)

      By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
      In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund...  View Details
      Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Management Teams; Business and Shareholder Relations; Pharmaceutical Industry
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      Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (A)." Harvard Business School Case 316-010, January 2016. (Revised January 2019.)
      • January 2016 (Revised January 2019)
      • Supplement

      The Allergan Board Under Fire (B)

      By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
      In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund...  View Details
      Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Corporate Governance; Investment Activism; Business and Stakeholder Relations; Business Model; Business and Shareholder Relations; Valuation; Pharmaceutical Industry
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      Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (B)." Harvard Business School Supplement 316-029, January 2016. (Revised January 2019.)
      • November 2015 (Revised October 2017)
      • Case

      Dollar General Bids for Family Dollar

      By: Jonas Heese, Paula A. Price, Suraj Srinivasan and David Lane
      In spring 2015, Dollar General's CEO Rick Dreiling was looking ahead to retiring at year's end but worried about ensuring continued growth for the company he had built since 2008 into a market leader in the U.S. discount retail world. Dollar General operated over...  View Details
      Keywords: Dollar General; Family Dollar; Dollar Tree; Antitrust; Board Of Directors; Activist Investors; Federal Trade Commission; Acquisition; Valuation; Corporate Strategy; Retail Industry; United States
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      Heese, Jonas, Paula A. Price, Suraj Srinivasan, and David Lane. "Dollar General Bids for Family Dollar." Harvard Business School Case 116-007, November 2015. (Revised October 2017.)
      • May 2010
      • Article

      Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008

      By: Guhan Subramanian, Steven Herscovici and Brian Barbetta
      Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was first enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause...  View Details
      Keywords: Courts and Trials; Opportunities; Bids and Bidding; Laws and Statutes; Decisions; Change; Acquisition; United States
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      Subramanian, Guhan, Steven Herscovici, and Brian Barbetta. "Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008." Business Lawyer 65, no. 3 (May 2010): 685–752. (Selected by academics as one of the “top ten” articles in corporate/securities law for 2010, out of 447 articles published in that year.)
      • February 2010 (Revised September 2011)
      • Case

      Roche's Acquisition of Genentech

      By: Carliss Y. Baldwin, Bo Becker and Vincent Marie Dessain
      Franz Humer, CEO of the Roche Group, must decide whether to mount a hostile tender offer for the publicly-owned shares of Roche's biotechnology subsidiary, Genentech. The case provides opportunities to analyze Roche's strategy with respect to Genentech, the pros and...  View Details
      Keywords: Mergers and Acquisitions; Business Subsidiaries; Negotiation Offer; Organizational Culture; Corporate Strategy; Biotechnology Industry; Pharmaceutical Industry; Switzerland
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      Baldwin, Carliss Y., Bo Becker, and Vincent Marie Dessain. "Roche's Acquisition of Genentech." Harvard Business School Case 210-040, February 2010. (Revised September 2011.)
      • March 2009 (Revised September 2010)
      • Case

      HOYA Corporation (A)

      By: W. Carl Kester and Masako Egawa
      In 2007, HOYA of Japan must decide whether to change its friendly exchange offer for Pentax into a hostile cash tender offer. A surprising sequence of events had caused a friendly merger agreement to fall apart, resulting in a boardroom coup at Pentax and the...  View Details
      Keywords: Mergers and Acquisitions; Investment Activism; Corporate Governance; Governance Controls; Governing and Advisory Boards; Negotiation Tactics; Business and Shareholder Relations; Valuation; Japan
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      Kester, W. Carl, and Masako Egawa. "HOYA Corporation (A)." Harvard Business School Case 209-065, March 2009. (Revised September 2010.)
      • October 2007 (Revised December 2008)
      • Background Note

      Evaluating M&A Deals: How Poison Pills Work

      By: Carliss Y. Baldwin
      The poison pill defense against hostile takeovers was invented in 1982 by Martin Lipton, of Wachtell, Lipton, Rosen and Katz. Pills are considered the most effective of all the normal defenses against a hostile bidder. Describes the two basic types of poison pills...  View Details
      Keywords: Negotiation Deal; Mergers and Acquisitions
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      Baldwin, Carliss Y. "Evaluating M&A Deals: How Poison Pills Work." Harvard Business School Background Note 208-061, October 2007. (Revised December 2008.)
      • July 2003 (Revised February 2004)
      • Background Note

      M&A Legal Context: Hostile Takeovers

      By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
      Introduces students to the main tactical maneuvers used by hostile bidders, including bear hugs, proxy fights, tender offers, and toeholds. Also describes how, in the United States, tender offers are regulated by the federal government via the Williams Act.  View Details
      Keywords: Acquisition; Cash; Governing Rules, Regulations, and Reforms; Code Law; Bids and Bidding; United States
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      Baldwin, Carliss Y., Constance E. Bagley, and James Quinn. "M&A Legal Context: Hostile Takeovers." Harvard Business School Background Note 904-005, July 2003. (Revised February 2004.)
      • March 2003 (Revised January 2008)
      • Case

      Northrop versus TRW

      By: Carliss Y. Baldwin and James Quinn
      TRW, a leading supplier of advanced technology products for the auto, defense, and aerospace markets, receives an unexpected stock-for-stock offer from defense company Northrop Grumman Corp. The $11.4 billion aggregate offer, which represents a 22% premium over the...  View Details
      Keywords: Mergers and Acquisitions; Decision Choices and Conditions; Governing and Advisory Boards; Laws and Statutes; Negotiation Tactics; Valuation; Aerospace Industry; Auto Industry; Ohio
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      Baldwin, Carliss Y., and James Quinn. "Northrop versus TRW." Harvard Business School Case 903-115, March 2003. (Revised January 2008.)
      • March 2002 (Revised October 2002)
      • Case

      Akamai's Underwater Options (A)

      By: Brian J. Hall, Houston Lane and Jonathan Lim
      Akamai's stock price declines dramatically with the NASDAQ in 2000, causing virtually all employee options to go underwater. Ownership and retention incentives are largely destroyed, and employee morale falls sharply. Management weighs the pros and cons of various...  View Details
      Keywords: Motivation and Incentives; Stock Options; Attitudes; Compensation and Benefits
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      Hall, Brian J., Houston Lane, and Jonathan Lim. "Akamai's Underwater Options (A)." Harvard Business School Case 902-069, March 2002. (Revised October 2002.)
      • December 1996 (Revised July 1997)
      • Case

      USG Corporation

      By: Benjamin C. Esty and Tara L. Nells
      In 1988, USG was the world's largest gypsum producer and one of the world's largest building-products companies. On May 2, 1988, USG's board of directors announced a proposed leveraged recapitalization plan to thwart a hostile cash tender offer by Desert Partners. With...  View Details
      Keywords: Capital Structure; Mergers and Acquisitions; Corporate Governance; Valuation; Cash Flow; Leveraged Buyouts; Restructuring; United States
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      Esty, Benjamin C., and Tara L. Nells. "USG Corporation." Harvard Business School Case 297-052, December 1996. (Revised July 1997.)
      • June 1996 (Revised July 1997)
      • Case

      Hostile Bid for Red October, The

      By: Benjamin C. Esty and Alan Bigman
      Manatep Bank, a Russian investment bank, has just announced the country's first hostile tender offer for Red October, a confectionery company located in Moscow. As the chief financial officer of the target company, Yuri Yegorov must decide how to respond, how much his...  View Details
      Keywords: Capital Markets; Cash; Governance Controls; Financial Condition; Investment Banking; Financial Markets; Trade; Valuation; Financial Management; Food and Beverage Industry; Moscow
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      Esty, Benjamin C., and Alan Bigman. "Hostile Bid for Red October, The." Harvard Business School Case 296-084, June 1996. (Revised July 1997.)
      • July 1995
      • Background Note

      Managerial Duties and Business Law

      By: Joseph L. Badaracco Jr. and Jerry Useem
      Consists of excerpts from Principles of Corporate Governance, a set of legal guidelines that enumerates the principal duties of corporate managers and directors, including fiduciary duty, duty of care, and duty of fair dealing. Also addresses legal obligations relating...  View Details
      Keywords: Ethics; Corporate Governance; Retention; Common Law; Business or Company Management; Goals and Objectives; Managerial Roles
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      Badaracco, Joseph L., Jr., and Jerry Useem. "Managerial Duties and Business Law." Harvard Business School Background Note 395-244, July 1995.
      • March 1978 (Revised June 1983)
      • Case

      Kennecott Copper Corp.

      By: William E. Fruhan Jr.
      Involves a $550 million cash tender offer by Kennecott Copper Corp. for all of the outstanding common shares of the Carborundum Corp.  View Details
      Keywords: Mergers and Acquisitions; Cash; Mining Industry
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      Fruhan, William E., Jr. "Kennecott Copper Corp." Harvard Business School Case 278-143, March 1978. (Revised June 1983.)
      • December 1977
      • Article

      Tender Offers and Stockholder Returns: An Empirical Analysis

      By: P. Dodd and R. S. Ruback
      Keywords: Ownership; Money; Stocks
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      Dodd, P., and R. S. Ruback. "Tender Offers and Stockholder Returns: An Empirical Analysis." Journal of Financial Economics 5, no. 3 (December 1977): 351–373.
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