"Just Say No" Defense

Filed Under »
Dictionary Says

Definition of '"Just Say No" Defense'

A strategy used by corporations to discourage hostile takeovers in which board members reject a takeover bid outright. The legality of a just say no defense may depend on whether the target company has a long-term strategy that it is pursuing, which can include a merger with a firm other than the one making the takeover bid, or if the takeover bid simply undervalues the company.  
Investopedia Says

Investopedia explains '"Just Say No" Defense'

A just say no defense isn't necessarily in the best interest of shareholders, since board members can employ it even if an offer is made at a significant premium to the current share price.

The case of Paramount Communications vs. Time, Inc. helped establish the just say no defense as a viable anti-takeover strategy. In the case, Time, Inc. was set to merge with Warner Communications, but received a bid from Paramount that its board rejected because there was a long-term plan.

Search results for

'"Just Say No" Defense'

  • Potash And BHP Billiton - Is This The Start Of The Next Leg Up?

    http://stocks.investopedia.com/stock-analysis/2010/Potash-And-BHP-Billiton---Is-This-The-Start-Of-The-Next-Leg-Up-POT-BHP-CF-MOS-AGU-VALE0819.aspx
    ... Because Potash is a Canadian company and Canadian laws are different, the "just
    say no" defense is not a realistic option for Potash management. ...

Related Articles

Partner Links