September 10, 2008
Most public companies threatened with an overthrow of management—either from the inside by a proxy fight or the outside from a hostile takeover bid—require a well-trained team of experts from law firms, investment banks, proxy solicitors, public relations firms, management and special board committees.
Specialized expertise is needed to assist in-house managers, most of whom are not skilled in hostile takeover bids.
Strategy is key. "You're going to strategize as to what your next move will be and, more importantly, what your opponent's next move will be and how you'll respond," says Patricia Koval. That strategy is unique to the company and the situation. But typically, the company will need to communicate widely, aggressively and persuasively to reach interested parties, including securities commissions and shareholders.
Human fatigue has to be factored in. Being involved in a takeover bid situation takes an emotional toll on the members of the team. "Any kind of hostile situation is going to evoke emotion." says Pat. "They're not simply about money."