Nancy Reagan defense
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The Nancy Reagan defense is a tactic in
corporate finance Corporate finance is an area of finance that deals with the sources of funding, and the capital structure of businesses, the actions that managers take to increase the Value investing, value of the firm to the shareholders, and the tools and analy ...
used to counter a
takeover In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are publicly listed, in contrast to the acquisi ...
or merger bidder who has made a formal bid to shareholders to buy their shares. When the board of directors of the target company meets to consider the bid, they "
just say no "Just Say No" was an advertising campaign prevalent during the 1980s and early 1990s as a part of the U.S.-led war on drugs, aiming to discourage children from engaging in illegal recreational drug use by offering various ways of saying ''no''. ...
." For example, in a discussion of a takeover of the
Walt Disney Company The Walt Disney Company, commonly referred to as simply Disney, is an American multinational mass media and entertainment industry, entertainment conglomerate (company), conglomerate headquartered at the Walt Disney Studios (Burbank), Walt Di ...
by
Comcast Comcast Corporation, formerly known as Comcast Holdings,Before the AT&T Broadband, AT&T merger in 2001, the parent company was Comcast Holdings Corporation. Comcast Holdings Corporation now refers to a subsidiary of Comcast Corporation, not th ...
, analyst Andy Kessler on Wall Street Week stated "there are two great Wall Street defenses. One is the Nancy Reagan defense and the other is the Pac-Man defense, right? And the
Nancy Reagan Nancy Davis Reagan (; born Anne Frances Robbins; July 6, 1921 – March 6, 2016) was an American film actress who was the first lady of the United States from 1981 to 1989, as the second wife of President Ronald Reagan. Reagan was born in ...
defense is, just say no."PBS interview with Andy Kessler (2004)
/ref> An early use of the term referred to NCR's takeover defense against AT&T in 1991. The term refers to the "
Just Say No "Just Say No" was an advertising campaign prevalent during the 1980s and early 1990s as a part of the U.S.-led war on drugs, aiming to discourage children from engaging in illegal recreational drug use by offering various ways of saying ''no''. ...
" anti-drug campaign of the early 1980s and repeated by former United States First Lady Nancy Reagan advocating abstinence from
recreational drug use Recreational drug use is the use of one or more psychoactive drugs to induce an altered state of consciousness, either for pleasure or for some other casual purpose or pastime. When a psychoactive drug enters the user's body, it induces an Sub ...
.


References


Further reading

* "Hostile Tender Offers and the `Nancy Reagan Defense': May Target Boards `Just Say No'? Should They Be Allowed To?" Robert A. Prentice and John Langmore, 35 Delaware Journal of Corporate Law 377-481 (1990) American English idioms Mergers and acquisitions Nancy Reagan Takeover defense {{finance-stub