Hostile takeovers seem to be re-emerging as a feature of the European M&A landscape, perhaps driven by depressed valuations and activist investor pressure, among other factors. This panel will examine the dynamics of unsolicited bids in the European market, drawing on recent high-profile contested transactions to explore the strategies deployed by both bidders and target boards.

The discussion will consider how differing national regulatory frameworks, including the UK’s Takeover Code and the EU’s Takeovers Directive, shape the conduct of hostile campaigns across borders. Panellists will dissect specific hostile and contested bid situations, analysing the offensive tactics employed by acquirers, such as bear hugs and dawn raids, alongside the defensive measures available to target companies, such as white knight strategies and litigation.

The panel will also address the role of institutional shareholders and proxy advisers in determining the outcome of hostile contests, the increasing intersection between hostile M&A and activist campaigns, and how boards can navigate their fiduciary duties when faced with an unwelcome approach. Practical insights will be offered on deal preparation, stakeholder communication, and the lessons learned from bids that succeeded, failed or were abandoned in the face of determined resistance.