Despite launching a tender offer—a typically fast acquisition method—Paramount's bid for Warner is not a true hostile takeover. It's contingent on lengthy antitrust approvals and requires Warner's board to eventually agree, making it a strategic move to force negotiations rather than a direct shareholder buyout.

Activists can be effective even in companies with dual-class shares or founder control. The mechanism for influence is not the threat of a proxy fight but the power of good ideas and relationships to achieve strategic alignment with the controlling party.

Warner Bros. CEO David Zaslav employed a powerful negotiation tactic by not immediately responding to Paramount's offers. This silence compelled Paramount to repeatedly sweeten its own deal—increasing both the price per share and the percentage of cash—in an effort to secure a response, effectively negotiating against itself.

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.

The executive you're talking to may not be the sole decision-maker in an acquisition. Requesting the capitalization table early in the process is a key diligence step. It uncovers the full ownership structure, helping you identify and influence all the key stakeholders needed to approve the deal.

As part of its equity deal with Intel, the U.S. government has agreed to vote its 9.9% stake according to the board's recommendations. This arrangement effectively hands the board a powerful, stable voting bloc, insulating management from shareholder activism and reinforcing the existing power structure.

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 high-stakes acquisitions, the emotional desire to "win" and achieve kingmaker status often overrides financial discipline. Acquirers, driven by ego, blow past their own price limits, leading to massive overpayment and a high likelihood of the merger failing to create shareholder value.

A board's fiduciary duty is to maximize shareholder value, which is an expected value calculation (Offer Price x Probability of Closing). An $80B all-cash offer with 100% certainty is superior to a $100B offer with only a 75% chance of regulatory approval, as its expected value is higher ($80B vs. $75B).