hostile takeover

Using behaviors appropriate to each type of change, e.g., friendly and unfriendly takeovers, management members may not only survive but thrive in the "new" organization.

But "if you decide to do this, do it before the IPO," Elliott warns, "because once you're public, both exchanges and the Nasdaq have very strict limits on what you can do." Family-run businesses also fear unfriendly takeovers once the company is public, he says.

However, the Service has announced that it will apply the INDOPCO decision to both friendly and unfriendly takeovers.

Stern: My interest in the subject really came about by trying to understand the phenomena of the 1970s and 80s--the unfriendly takeovers. I came to the conclusion that the underperformance of corporate America was more a function of this institutional government regulatory phenomenon that was institutionalized by the act in the 1930s.

(2) Extend current antitrust laws or pass new antitrust laws to encompass unfriendly takeovers which result in excessive concentration of business and financial assets and are judged to be in restraint of trade.

Three companies that do not have two classes of stocks are Gannett, Knight Ridder and Tribune, and it is no accident that these companies are closely attuned to the demands of Wall Street, If these companies fail to perform up to Wall Street's expectations, it is conceivable they could become targets of unfriendly takeovers. This would never happen to a public company with two classes of stock unless the controlling family desires it.