Supplements the (A) and (B) cases by providing the outcome and denouement of the takeover battle between Hilton and ITT.
Provides a multilayered narrative of a classic modern hostile takeover battle, illustrating the ways in which takeover defenses – including both “structural” and “transactional” defenses – interact with financial and strategic forces to constrain the choices facing both bidders and targets. The cases show the various ways in which litigation intrudes upon the M&A landscape in such a setting, and can be outcome-determinative in some instances. At the same time, the cases also show the limits of lawyering in the takeover context, with unexpected business developments (some of them strongly affected by interactions with other laws, such as tax law) can disrupt what might appear to be a predictable set-piece battle. Gives students opportunities to consider the effects of corporate and securities law from multiple perspectives, including the target’s legal team, the target’s board, the bidder’s management and litigators, the target’s shareholders, and a neutral court asked to resolve on a rapid basis crucial open legal issues with large consequences for the parties involved.
Mergers & Acquisitions, Hostile Takeovers, Corporate Restructuring, Corporate and Securities Law
Geographic: United States
Industry: Gaming, Hotels
Event Year Begin: 1997