What Is a Lobster Trap?
Companies that employ this anti-takeover measure pass provisions in their charters that block shareholders with a stake of more than 10% from converting securities into voting shares. This prevents large shareholders from adding to their voting stock position and facilitating the takeover of the target company.
- The lobster trap is a strategy used to protect small companies against hostile takeovers initiated by larger corporations.
- Shareholders with a stake of more than 10% are blocked from converting securities into voting shares.
- Securities covered by the provision include convertible bonds, convertible preferred shares, convertible debentures, and warrants.
How Lobster Traps Work
Hostile takeovers are common in the corporate world. They occur when one company tries to take over another one without getting the express approval or consent of the target firm's board of directors (B of D). In these cases, the potential acquirer may initiate several strategies, such as issuing an offer or buying the target's available stock to gain control.
Target firms have a number of tactics available to defend themselves against these unsolicited offers. One of these is the lobster trap.
In order to set a lobster trap, a company must have a provision outlining details of the strategy in its charter. When the potential target of a hostile takeover decides to use a lobster trap as its defense, it enforces a rule in its charter that prevents certain shareholders—those who hold more than 10% of converting securities—from converting their holdings into voting stock.
The convertible securities covered by the lobster trap provision include any assets that can be converted into voting stock, including convertible bonds, convertible preferred shares, convertible debentures, and warrants.
Companies must have a provision in their charter in order to enforce the lobster trap.
Lobster traps are generally employed by small companies, specifically to catch and thwart large predators trying to take them over. It can be used either by itself or in conjunction with other tactics, such as the poison pill, white knight, or scorched earth.
Example of a Lobster Trap
Say an enterprise named Small Pond receives a hostile takeover bid from larger rival Big Fish Inc.
Small Pond’s directors and management are extremely averse to the company being swallowed up by Big Fish and try to drum up shareholder support to reject the offer. They are aware of a large hedge fund that owns 15% of Small Pond’s voting shares, plus warrants that, if converted, would give it an additional 5% stake in the company.
Fortunately, Small Pond’s founders had the foresight to include a lobster trap provision in their corporate charter to prevent the company from falling into undesirable hands. The company’s B of D proceeds to use the provision to prevent the hedge fund from converting its warrants into voting shares and succeeds in rejecting the hostile bid.
Lobster Trap vs. Other Defense Strategies
As noted above, there are several strategies potential targets can use to defend themselves against hostile takeovers. All of them are designed to make the prey less attractive to an acquirer. They each work in different ways, though, with the specific method chosen generally depending on the company’s size and its charter.
Aside from lobster traps, other anti-takeover measures commonly used in the corporate world include:
Poison pills come in two forms: the flip-in and flip-over. The former, the more common of the two, permits shareholders, except for the acquirer, to purchase additional shares at a discount, thereby boosting their equity position while decreasing the acquirer's stake after it buys shares in the company. The latter, on the other hand, allows stockholders of the target to purchase the shares of the acquiring company at a deeply discounted price if the hostile takeover attempt is successful.
A core aim of the poison pill is to force the acquirer to come to the negotiating table, rather than allow it to simply take over the target.
This strategy essentially enables a friendly company—referred to as a white knight—to take over a target and rescue it from the clutches of an unfriendly black knight.
If a takeover is inevitable, most companies generally prefer being acquired by a friendly company rather than a hostile one. That's because the white knight normally tries to retain the integrity of the target's business rather than make sweeping changes to it. The target's investors may also benefit from a better offer for their shares in a white knight scenario.
This approach makes the target look less attractive to the acquirer by spoiling its corporate landscape. Companies that use the scorched earth policy may take on additional debt, sell off assets, and provide their management teams with large payouts if they're replaced with new executives.
The scorched earth tactic is widely viewed as a last resort strategy and can often be problematic. Companies may not be able to recover if they take on too much debt or if they sell assets that are pivotal to their operations.