In an era of relationship-driven deals, strategic mergers, and friendly sponsor-backed buyouts, the hostile takeover might sound like a relic. But that assumption is misleading. While less common than it was in the 1980s, the hostile takeover has never disappeared—it’s simply evolved. Today’s most aggressive acquirers are still willing to bypass the board, appeal directly to shareholders, and trigger public battles when strategic assets aren’t for sale.

Understanding how hostile takeovers work—and more importantly, when they still work—is essential for modern dealmakers. Whether you’re at a fund exploring unsolicited offers, sitting on a board preparing a defense plan, or simply navigating competitive processes, the tactics of the hostile playbook remain part of M&A’s DNA.

This isn’t about nostalgia. It’s about strategic leverage. Hostile takeovers, when used with discipline and conviction, can still unlock valuable targets, reshape industries, and drive outsized returns. But they come with risk, complexity, and reputational stakes few deals carry. Let’s break down how they work, where they still deliver results, and what today’s acquirers can learn from the most unapologetic bids in M&A history.

What Is a Hostile Takeover—and Why It Still Has Strategic Relevance

At its core, a hostile takeover occurs when an acquiring company attempts to buy a target without the approval of that target’s board. It’s not always combative from the outset—some start as friendly overtures—but once a board resists and the bidder keeps pushing, the dynamic changes. The acquirer typically goes straight to shareholders with a tender offer or initiates a proxy fight to replace the board with directors more amenable to the deal.

The hostile label isn’t about tone—it’s about process. A company may present a logical, value-driven offer that shareholders support, but if it bypasses management and board approval, it’s considered hostile. And that distinction matters. It triggers different fiduciary responses, legal reviews, and often public scrutiny. Boards are obligated to respond but not obligated to cooperate.

Despite the optics, hostile takeovers have strategic purpose. They’re not random acts of aggression. They’re used when an acquirer sees clear value in a target but believes that insiders are unwilling—or unable—to realize that value themselves. That might be due to entrenched leadership, poor capital allocation, underperforming assets, or a misaligned strategic vision.

And while many boards resist, shareholders are often open to hearing the case. Especially in underperforming companies, a credible bidder offering a premium with a clear value creation plan can gain traction fast. In those scenarios, the board’s resistance can be viewed less as protection and more as entrenchment.

Hostile takeovers are still relevant because governance dynamics haven’t fundamentally changed. Not every board acts in the best interest of shareholders. And not every attractive target is available through back-channel processes. The ability to go direct to shareholders, to the public market, to the press—still matters.

Hostile Takeover Tactics That Still Work: From Tender Offers to Proxy Fights

Dealmakers pursuing a hostile acquisition aren’t just throwing darts. They use a focused, calculated set of tactics designed to isolate board resistance, rally shareholder support, and create deal momentum from the outside in.

The tender offer remains one of the most direct tools. The bidder publicly offers to buy shares from existing shareholders at a premium, often with conditions such as acquiring a majority stake or securing regulatory approvals. This forces the target company to respond and triggers a formal process. If enough shareholders accept, the acquirer can gain control outright or use its stake as leverage to negotiate.

Another common tactic is the proxy fight. Instead of buying shares, the bidder seeks to influence or replace the target’s board of directors by soliciting shareholder votes. This is often used when acquiring a majority stake isn’t feasible or when the bidder believes the company can be won over with new governance. Proxy fights can be expensive and time-consuming, but they offer a path to control without acquiring the whole company upfront.

Litigation is also part of the playbook. Hostile bidders may sue to challenge poison pills, staggered boards, or other structural defenses. Even the threat of litigation can shake loose negotiations or force a more favorable response from the target. Courts, particularly in Delaware, have shaped how boards can and can’t defend against hostile bidders—and knowing those legal boundaries is often half the battle.

Bidders also use public campaigns to win the narrative. That means media engagement, investor presentations, and analyst calls aimed at positioning the offer as strategic, fair, and inevitable. The goal is to frame resistance as obstructionist and convince the market that the bidder is better suited to lead the company’s future.

Lastly, some hostile efforts rely on strategic alliances. That might include teaming up with activist investors, offering favorable terms to large institutional shareholders, or pre-wiring support from major funds. These partnerships give the bidder a stronger platform before the fight even starts.

These tactics aren’t relics. They still work because they shift power away from insular boards and toward shareholders, where the economic logic of a deal is harder to ignore. They also force decision-making under public pressure, which often accelerates a path to resolution, whether successful or not.

Legendary Hostile Takeover Bids: What Modern Dealmakers Can Learn From the Boldest Moves

Some of the most memorable M&A events in corporate history have been hostile takeovers. These weren’t just deals—they were strategic battles that reshaped industries, redefined governance norms, and forced boards and investors to reconsider what real control looks like. The lessons still hold.

The most famous of all is arguably KKR’s 1988 acquisition of RJR Nabisco, immortalized in Barbarians at the Gate. While the deal technically turned friendly in its final stages, it began with management resistance and quickly became a bidding war. KKR’s persistence, coupled with its financial engineering sophistication, forced a massive $25 billion buyout—the largest LBO at the time. The real lesson wasn’t just about leverage. It was about resolve, timing, and building consensus among competing shareholder groups even while management fought back.

More recently, Oracle’s pursuit of PeopleSoft became a case study in escalation. The bid began as a bear hug but turned hostile quickly when PeopleSoft’s board refused to engage. Oracle responded with a tender offer, initiated litigation to invalidate the target’s poison pill, and launched a prolonged PR campaign. Over 18 months, Oracle methodically increased its offer, gained regulatory clearance, and wore down resistance. In the end, the board relented—and Oracle acquired PeopleSoft for $10.3 billion. What stood out was Oracle’s discipline: it never lost the messaging war, and it used every lever—legal, financial, and reputational—to keep pressure on.

Another bold play: Valeant Pharmaceuticals’ attempted takeover of Allergan in 2014, backed by activist investor Bill Ackman’s Pershing Square. It combined a public offer with a powerful alliance between an acquirer and a large shareholder, blurring the line between activism and acquisition. The deal ultimately failed when Allergan found a white knight in Actavis, but Valeant’s approach demonstrated how a hostile bid can accelerate outcomes—either a sale or a structural shift—even if the original acquirer walks away.

There are also cases where bidders fail outright. Airgas’s resistance to Air Products over a multi-year hostile offer proved that a well-prepared board with a solid defense strategy can win. Despite shareholder agitation and legal pressure, Airgas’s board argued—successfully—that the offer undervalued the company’s long-term value. The Delaware Chancery Court backed the board, and the deal was blocked. A few years later, Airgas sold for a much higher valuation, proving that resistance sometimes pays.

In each case, the hostile approach wasn’t random. It was calculated. The bidders knew their targets, understood their vulnerabilities, and had a plan to push forward when traditional negotiations failed. These stories remind today’s dealmakers that bold doesn’t mean reckless—and that sometimes, pushing through resistance is the only way to unlock value.

Hostile Takeover Defenses: How Target Companies Fight Back

When faced with an unsolicited bid, boards have tools—some sharp, others subtle—to protect themselves. Hostile takeover defenses aren’t just legal constructs. They’re strategic signals, often designed to buy time, test the bidder’s conviction, and preserve board control long enough to negotiate better outcomes.

The most well-known tactic is the poison pill. This shareholder rights plan allows existing shareholders (excluding the bidder) to purchase additional shares at a discount if a hostile acquirer crosses a certain ownership threshold. The result: the bidder’s stake gets diluted, making a takeover prohibitively expensive. While courts have generally upheld poison pills when used properly, misuse can trigger legal challenges or reputational fallout.

Another defense is the staggered board, where only a fraction of directors are up for election in any given year. This structure delays a bidder’s ability to gain board control through a proxy fight. Combined with poison pills, staggered boards form a powerful shield—but they’ve also drawn increasing shareholder criticism in recent years for being anti-accountability.

White knight acquisitions offer a more active defense. Here, the board finds a more favorable buyer and initiates its own deal to block the hostile bidder. This tactic shifts the conversation from “will we sell?” to “who will we sell to?” and can deliver better terms or cultural alignment. Allergan’s eventual merger with Actavis to escape Valeant’s bid is a textbook example.

Public counter-narratives are another key move. Target boards often launch investor communications campaigns to explain why the hostile bid undervalues the company. That includes earnings guidance, long-term plans, or independent fairness opinions from advisors. These aren’t just defensive gestures. They’re trust-building efforts designed to reinforce shareholder alignment.

Some companies adopt strategic restructurings as a poison pill in disguise—spinning off divisions, initiating share buybacks, or taking on debt to change the capital structure and make the business less attractive or harder to acquire. These tactics walk a fine line. If done with strategic intent, they can help the company. If done purely to avoid a deal, they risk backlash.

The modern era has seen increased shareholder scrutiny of takeover defenses. Proxy advisory firms like ISS and Glass Lewis often side with bidders when boards appear self-protective rather than shareholder-aligned. That means boards can’t just rely on legal tools. They need a communication strategy, a performance story, and—most critically—support from institutional holders.

A good defense isn’t just about saying no. It’s about showing shareholders a better path to value—and earning their trust in the process.

The hostile takeover may be less common than it once was, but it’s far from obsolete. In today’s crowded deal market, where premium assets are scarce and strategic timelines are compressed, the ability to pursue an acquisition without board blessing remains a powerful option. The best dealmakers study this playbook not because they plan to use it recklessly, but because they understand the leverage, urgency, and pressure it can create. A hostile bid isn’t just a tool—it’s a signal. It says the bidder sees value, has conviction, and is willing to push past process friction to get a deal done. But it also demands clarity, preparation, and an understanding of the risks. When used well, hostile takeovers reveal not just financial ambition, but strategic foresight.