Tuesday, February 12, 2008

Without so much as a "By your leave"

I know it's been a long time since my last post, but between work, school, and family obligations, I've been too worn out to generate anything thoughtful.

My post today is inspired by Microsoft's bid to acquire Yahoo! in an effort to compete with Google. I am currently taking a class entitled "Advanced Accounting" where we mainly focus on accounting for consolidated groups (parent companies and their subsidiaries). In doing so, current proposed mergers are discussed. We even had a quiz last week on this merger (term used loosely).

Part of the quiz asked us to explain what "going hostile" means. Here's the tie-in to my post title.

Raymond Feist is a bestselling author of fantasy fiction. In his Riftwar Saga one of his major characters is a reformed pirate named Amos Trask. Trask frequently uses the expression "without so much as a 'by your leave'." The phrase is often used in a military context and, of course, literally means that the enemy will not have to ask permission to do what they want. As opposing armies rarely ask permission of their enemies, the phrase is used facetiously to mean that if the enemy succeeds at a particular goal, then the good guys won't be able to stop them from carrying out the next phase of their plans.

Feist has Trask use this phrase so often it moves past ridiculous to almost endearing. It sort of sums up a hostile takeover in the corporate world. A friendly takeover or acquisition involves the agreement and support of the acquiree's board of directors, who move forward feeling that the merger is in their shareholders' best interest.

A hostile takeover means that the prospective acquirer moves forward with their acquisition plans without the permission or support of the acquiree's board, or that they make a bid without first informing the acquriee's board. This can even escalate to the point where the bidder forms an alliance of stockholders to vote out the current board of the acquiree.

So truly, a hostile takeover is one that often proceeds "without so much as a 'by your leave'."

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