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Recent Practical Effects of "Just Saying No"

In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders' advances. Traditionally, the board-friendly Delaware approach, epitomized by its "just say no" jurisprudence, has made hostile bids both risky and uncertain. Nevertheless, hostile and unsolicited mergers and acquisitions so far this year have been at their highest levels worldwide since 2007, according to Thomson Reuters data. Including withdrawn deals like Pfizer's US$118 billion bid for AstraZeneca, unsolicited deals comprised approximately 20 percent of worldwide M&A so far this year, which is the highest percentage in eight years.

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