What is Whitemail?
Whitemail is a strategy that a target company can implement for stopping the hostile takeover. Under whitemail, the target organization issues a large number of shares at the prices prevailing below market rates, which are then offered to an amiable third party for sale. As the number of shares becomes large, it becomes difficult for the acquiring company to buy all shares in order to have control. This ultimately raises the entire price of the takeover, and leads to the dilution of shares. Also, the third party that is already on friendly terms with the target company, gains control over a big chunk of shares. Therefore, the total number of friendly shareholders accelerates as well.
How Does Whitemail Work?
Whitemail is a clean strategy used to avoid an undesirable attempt of takeover. The company issues shares at a price lower than the market price, and sells them further to a favorable third party. If the target company becomes successful in avoiding the takeover using whitemail, then the company may decide if it wants to either buy back the shares or let them be outstanding. XYZ Corporation holds 1,000,000 shares that are outstanding. A company named ABC Inc. is planning to acquire XYZ Corporation by purchasing all of its shares in the secondary market. If they are able to do so, they will a huge quantum of shares. As soon as XYZ Corp comes to know about this, it implements the whitemail policy. The company issued 250,000 new shares at a discounted rate, and sold them further to a friendly company called DEF Industries. Now, the number of shares issued by XYZ Corp increased from 1000,0000 to 1,250,000, which means that ABC Inc. will have to buy more number of shares for acquiring the company. As there is a dilution of voting rights of XYZ shares, this will decrease the power of ABC Inc. to cast their vote for the members who support the takeover attempt.
Related Topics
- Corporate Governance Law (Intro)
- What is Business Governance?
- Berle-Means Thesis
- Corporate Governance Rating Definition
- Who are the members of a corporation?
- Corporate Charter
- Shareholder Register
- Common Stock
- Preferred Stock
- Par Value
- Authorized Shares
- Issued Shares of Stock
- Unissued Shares of Stock
- Outstanding Shares
- Institutional Shares
- Dual Class Shares
- What is a closely-held corporation?
- Close Corporation Plan Definition
- What is a Private Company vs a Public Company?
- What is the role and purpose of the corporation?
- What is the Agency theory of corporate governance?
- Shareholder-Centric Perspective
- Shareholder Value
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What is the Stakeholder theory of corporate governance?
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What is the role & rights of Shareholders in the corporation?
- Shareholder Democracy Definition
- Quorum Definition
- Information Circular
- Straight and Cumulative Voting
-
Statutory (Straight)
- Cumulative Voting
- Plurality Voting
- Class Voting Shareholders
- Changing the Voting Rules
- Supermajority (Voting)
- Shareholder Sponsored Proposal
- What are the variations on attributes of Ownership structure?
- Stock Split
- What are the fiduciary duties owed by shareholders?
- When is a shareholder personally liable for corporate obligations?
- Appraisal Rights
- Dissenter’s Rights
- Say on Pay Rights
- How can shareholder enforce their rights (direct and derivative actions)?
- Amotion
- What is the process for bringing a Derivative action?
- What are corporate vote Proxies?
- Proxy Statement
- Proxy Fight or Contest Definition & Explanation
- What is Shareholder Activism and the significance of Institutional Investors?
- Activist Investor
- Overview of Board of Directors
- Board Decision Making
- Advisory Board (Observer Directors)
- What is the role of the Board of Directors?
- Board of Trustees
- Board of Governors
- What is the composition of the board of directors?
- Chairman of the Board
- CEO as Chairman of the Board
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Inside Director
- Outside Director
- Outside Director or Non-Executive Director Definition
- Independent Outside Director
- Budget Committee
- Audit Committee
- Compensation Committee
- Nomination Committee (Corporate Board)
- What standards govern the actions of the board of directors?
- Duty of Candor Definition
- Duty of Care (Board of Directors)
- Duty of Loyalty (Directors)
- Self-Dealing
- Board Evaluation Definition
- What is the Business Judgment Rule?
- What is D&O insurance?
- Codetermination (Foreign)
- What is the role of Managers of the corporation?
- What standards govern manager actions?
- Chief Executive Officer (CEO)
- Chief Financial Officer
- Chief Information Officer (CIO)
- Chief Investment Officer (CIO)
- Chief Legal Officer
- Chief Operating Officer
- Chief Risk Officer
- Chief Security Officer
- Chief Technology Officer (CTO)
- What are the primary state and federal corporate governance laws?
- What is the role of the state in corporate governance?
- What is the role of Securities Laws in corporate governance?
- What is the role of the Foreign Corrupt Practices Act in corporate governance?
- What is the Sarbanes-Oxley Act (SOX) effect on corporate governance?
- Sarbanes-Oxley Act (SOX)
- What is the Dodd-Frank Wall Street Reform and Consumer Protection Act effect on corporate governance?
- Corporate Monitors
- What industry organization standards affect corporate governance?
- How do proxy advisory firms affect corporate governance?
- What is the role of ethics in corporate governance?
- What are the major causes of corporate governance issues?
- What are the access to information issues?
- What are decision-making structure issues?
- What are the power struggle or competition issues?
- Holding Company
- What are hostile takeovers and defenses to hostile takeovers?
- Williams Act
- Staggered Board
- Shark Repellent Defenses?
- Poison Pill Defenses?
- Flip Over Poison Pill Definition
-
Flip In Poison Pill Definition
- Voting Poison Pill Plan
- Delay-Tactic Defenses?
- Legal Lockup Defenses?
- White Knight and Pac Man Defenses?
- Jonestown Defense
- Lady Macbeth Strategy
- Macaroni Defense
- Yellow Knight
- Back-end Plan Definition
- Backflip Takeover Definition
- Dead Hand Provision Definition
- Kamikaze Defense
- Operating Company Property Company Model
- Whitemail
- Scorched Earth Policy Definition
- Revlon Rule
- What are benefit-alignment issues?
- Cadbury Rules Definition
