A board's duty to maximize shareholder value is an expected value calculation. A $100B offer with a 75% chance of closing is valued at $75B, making an $80B offer with 100% certainty more attractive. Boards weigh financing and regulatory risks heavily against the headline price.

In a competitive M&A process where the target is reluctant, a marginal price increase may not work. A winning strategy can be to 'overpay' significantly. This makes the offer financially indefensible for the board to reject and immediately ends the bidding process, guaranteeing the acquisition.

To manage investor expectations effectively, adopt a contrarian communication cadence. Only report good news (like a major deal) after it has officially closed, since many B2B deals fall through at the last minute. Conversely, report bad news as early as possible. This builds trust by preventing over-promising and demonstrating transparency when it matters most.

Despite Warner Bros. having a "no shop" provision with Netflix, their board has a fiduciary duty to consider a superior offer. This creates a loophole where a persistent bidder like Paramount can force the target to re-engage, keeping the auction alive even after a winner is chosen.

Paramount's tender offer for Warner isn't designed for a quick hostile takeover, as it's conditional on regulatory approval and Warner's board signing a friendly deal. This makes the offer a strategic move to pressure the board by demonstrating shareholder support for a better price, rather than a direct acquisition mechanism.

During the Chairman's take-private bid for HUMM Group, the board's failure to secure a standstill agreement was a critical error. This allowed the Chairman to perform due diligence and then, after his bid fell apart, buy more shares to increase his control, disadvantaging other shareholders.

Profitable, self-funded public companies that consistently use surplus cash for share repurchases are effectively executing a slow-motion management buyout. This process systematically increases the ownership percentage for the remaining long-term shareholders who, alongside management, will eventually "own the whole company."

In a public company M&A battle, the fight extends beyond the offer price. The Paramount camp actively messages how Netflix's stock has dropped since the deal was announced, attempting to create shareholder pressure that prevents Netflix's board from increasing its bid.

A 'hostile' takeover bid is not defined by personal animosity but by a specific procedural move. After being rejected by a target company's board, the acquirer bypasses them and makes their offer directly to the shareholders. The 'hostile' element is the act of circumventing the board's decision-making authority.