Circon (A, B, C)

Implications of a takeover defense for company and shareholder interests
http://www.hbsp.harvard.edu
Authors: Hall, Brian J.; Rose, Christopher; Subramanian, Guhan
Source: Harvard Business School
Year: 2001
Company Name: Circon
Number of pages: 54

[This document has not yet been rated] [You must be signed in as faculty to rate this document]   4324 views

Abstract:

In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A "poison pill" and a staggered board serve as primary defense measures, leading to the longest-running takeover battle in U.S. corporate history. Issues of loyalty to a friend, executive incentives, executive entrenchment, and duty to shareholders collide as Cloutier realizes crucial corporate governance decisions have to be made.