Korporacyjne działania autodestruktywne a obrona przed wrogim przejęciem: rewizja klasyfikacji metod obronnych
Corporate self-destructive activities versus defence against hostile takeovers: A review of the classification of defence methods

Summary/Abstract: In the age of protectionism, it is important to defend companies against hostile takeovers. Diverse corporate methods are used to defend companies (as opposed to de facto or extra-legal methods, which are not the focus of this research). The issue is of considerable practical importance. The article aims to create a new classification framework for defence against hostile takeovers. According to the main hypothesis, the classification that considers corporate self-destructive methods as defensive methods is incorrect. The basic research method is the formal-dogmatic method, supplemented by elements of economic analysis of law and sociological and historical analysis. The considerations allow us to formulate several fundamental conclusions. Firstly, corporate self-destructive methods should not be considered as equal methods of defence, as they violate the substrate of the company or harm the company's interests. The method of self-destructive defence, known from other areas of life, should not be transferred to the corporate field. The most self-destructive methods are the crown jewels, scorched earth tactics and the suicide pills method. Secondly, however, self-destructive methods make it possible to see a strong differentiation of interests within the company itself as a corporation, led by the so-called principal–agent conflict. Thirdly, the methods of defence against hostile takeovers should be selected differently depending on the corporate nature of the capital company (open or closed type), but the revision of corporate self-destructive actions remains valid regardless of these conditions.

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