Takeover Defense is the only treatise on corporate acquisitions written specifically from the viewpoint of the target corporation. It is the most comprehensive and up-to-date guide available, providing authoritative guidance on every aspect of planning for, defending against, and seeking alternatives to a hostile takeover. You get real-world advice on everything from advance planning to a board"s fiduciary duties in response to a bid to proxy contests and implementing a merger, sale, restructure or LBO. This new Sixth Edition also includes the SEC"s new tender offer and shareholder communications rules, as well as 120 exhibits. This guide shows you: How to draft protective bylaws and charter amendments What federal and state laws apply Why the role of the Board of Directors is crucial What actions the Board should or should not take when facing a hostile takeover and how the business judgment rule comes into play What other steps a target corporation should take to bolster its independent position.