Hostile Takeover
Definition
A hostile takeover is an acquisition attempt pursued without the support of the target's board. The bidder typically goes directly to shareholders via a tender offer, launches a proxy fight to replace the board, or both. A "bear hug" letter — a public premium offer designed to pressure the board — often precedes outright hostility.
Common defenses include the poison pill (shareholder rights plan) that massively dilutes a bidder crossing an ownership threshold, staggered (classified) boards that slow board replacement, litigation, finding a white knight, and structural/state-law protections. A pill plus a staggered board is the classic strong combination.
Hostile deals are relatively rare and harder to complete because the bidder lacks access to non-public due diligence and must usually pay a full premium. Many "hostile" situations end as negotiated deals once the board is forced to the table.
Why interviewers ask
Interviewers love asking "How would you take over a company whose board says no?" and "Name some takeover defenses." This tests deal-process knowledge and current-events awareness, since most candidates can cite a recent hostile or activist situation.
Related terms
Interviews don't test definitions — they test recall under pressure.
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