The term standstill agreement refers to various forms of agreement which businesses may enter into in order to delay action which might otherwise take place.
A standstill agreement may be used as a form of defence to a
hostile 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 listed on a stock exchange, in contrast to t ...
, when a target company acquires a promise from an unfriendly bidder to limit the amount of stock that the bidder buys or holds in the target company. By obtaining the promise from the prospective acquirer, the target company gains more time to build up other takeover defenses. In many cases, the target company promises, in exchange, to buy back at a premium the prospective acquirer's stock holdings in the target.
Common shareholders tend to dislike standstill agreements because they limit their potential returns from a takeover.
Another type of standstill agreement occurs when two or more parties agree not to deal with other parties in a particular matter for a period of time. For example, in negotiations over a merger or acquisition, the target and prospective purchaser may each agree not to solicit or engage in acquisitions with other parties. The agreement increases the parties' incentives to invest in negotiations and due diligence, respecting their own potential deal.
Standstill agreements are also used to suspend the usual
limitation period
A statute of limitations, known in civil law systems as a prescriptive period, is a law passed by a legislative body to set the maximum time after an event within which legal proceedings may be initiated. ("Time for commencing proceedings") In m ...
for bringing a claim to court.
[Bond Dickinson]
A matter of time - considering poor drafting in standstill agreements
2 December 2016, accessed 13 January 2017
See also
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Greenmail
Greenmail or greenmailing is the action of purchasing enough shares in a firm to challenge a firm's leadership with the threat of a hostile takeover to force the target company to buy the purchased shares back at a premium in order to prevent the ...
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Economics
Economics () is the social science that studies the production, distribution, and consumption of goods and services.
Economics focuses on the behaviour and interactions of economic agents and how economies work. Microeconomics anal ...
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Mergers and acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspec ...
*
Microeconomics
Microeconomics is a branch of mainstream economics that studies the behavior of individuals and firms in making decisions regarding the allocation of scarce resources and the interactions among these individuals and firms. Microeconomics fo ...
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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 listed on a stock exchange, in contrast to ...
*
Industrial organization
In economics, industrial organization is a field that builds on the theory of the firm by examining the structure of (and, therefore, the boundaries between) firms and markets. Industrial organization adds real-world complications to the perf ...
References
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Mergers and acquisitions
Contract law