What Is a Lady Macbeth Strategy?

A Lady Macbeth strategy is a corporate takeover scheme in which a third party poses as a white knight to gain trust, only to then turn around and join forces with the unfriendly party in a hostile takeover bid. Behind the scenes, the hostile bidder and supposed white knight to the target company will collude to achieve their aim of acquiring a company that is trying to resist the attempt.

This particular strategy is named after Lady Macbeth, one of Shakespeare's most frightful and ambitious characters, who devises a cunning plan for her husband, the Scottish general, to kill Duncan, the King of Scotland.

Key Takeaways

  • A Lady Macbeth strategy is a corporate takeover scheme in which a third party poses as a white knight to gain trust, but then joins forces with unfriendly bidders. 
  • Company officials often seek out a friendly white knight when faced with the prospect of being taken over by a ruthless raider eager to bleed it dry.
  • Under the Lady Macbeth strategy, acquirers will create the perception of being a heroic savor so that they can, in unison with the unwanted suitor, take over the target on the cheap.
  • Named after Shakespeare's Macbeth play, this strategy is seldom used as white knights are rare and likely to be heavily scrutinized before being accepted as an ally.

Understanding a Lady Macbeth Strategy

One of the biggest fears facing many companies is the prospect of getting taken over against their wishes by a 1980s-style corporate raider and then broken up and sold off in pieces. Sometimes, rebuffing the advances of these opportunistic investors is not enough. Refuse to negotiate and they could find a way to conquer anyway, such as by initiating a tender offer directly to shareholders, employing a proxy fight, or attempting to buy the necessary company stock in the open market. 

If the hostile party succeeds in drumming up enough support and digging its claws in, the management’s only alternative might be to hope and pray that a white knight gallops onto the scene at the last minute to save the day.

In exchange for some incentives, such as paying a smaller premium to take control of the company than otherwise would be required under competitive bid conditions, a friendly white knight might be willing to play the role of savior and rescue the target from the clutches of another prospective buyer with intentions to bleed it dry to make a quick profit.

Yes, the company still loses its independence. However, the white knight should at least be more amicable, potentially letting current management stay on board and the business to run as usual.

Or maybe not. On some occasions, these figures may dishonestly create this perception so that they can take over the target on the cheap. They take advantage of the target’s desperation and then show up the next day united with the unwanted suitor management was so desperate to turn away.

Like Shakespeare’s Lady Macbeth character, a deceptive ability to appear noble and virtuous enables these supposed white knights to secure the trust they need to get their job done, potentially to the detriment of other shareholders.

The supposed white knight could align with the unfriendly bidder by accepting funding in exchange for a majority share or by finding a way to get them contractually involved in the acquisition.

Special Considerations

The Lady Macbeth Strategy isn’t at all common. Hostile takeover bids occur only once in a while—and it is rarer still that a white knight would or could become part of the plot.

Even if a targeted company sought out a white knight, it typically would have enough knowledge of this third party to be confident that they would work cooperatively with the besieged company instead of betraying it.