Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 40

Greenmail is the payment of a premium share price by a takeover target to a hostile buyer for the buyer’s accumulated shares in the target. Paying greenmail could be considered unethical for four reasons. First, it is a discriminatory payment; not all public shareholders enjoy the right to sell their shares to the company at the price paid to the greenmailer. It violates an implied duty of fairness to all shareholders. Second, it is viewed as the triumph of certain agents’ self-interest: senior managers rarely welcome the consequences of a hostile takeover and, so it is argued, sacrifice shareholders’ wealth by paying greenmail to preserve their jobs. Third, it is believed to effect significant transfers of wealth from the remaining public shareholders to a more powerful raider. Research finds that the rest of the shareholders are poorer after greenmail; thus, the consequences are bad. Fourth, greenmail payments (like blackmail) are actions not freely conceived and may set the pattern for further intimidation; expediency is a bad precedent. From a virtues perspective, greenmail is like a flashing sign that says, “We are weak.” Against such a list, no conditions appear to exist under which management would be justified in paying greenmail. Do the considerations in the case of Walt Disney’s greenmailing by Saul Steinberg warrant such a conclusion?