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.

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.

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.

Despite a pivotal data readout pending, an acquisition of Abivax could happen beforehand. Historical deals like Merck's acquisition of Prometheus and Pfizer's of Arena show that large pharma companies are willing to 'roll the dice' and pay a premium for pre-data assets when their conviction in the science is high.

The US Federal Trade Commission actively discouraged Metsera from accepting a bid from Danish company Novo Nordisk, citing antitrust concerns. This intervention, viewed as an "America First" move, was a decisive factor that allowed the US-based Pfizer to ultimately win the acquisition, signaling geopolitical influence in biopharma M&A.

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.

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).