Bid Strategy & Tactics [PDF]

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

UNIT- IV - BID STRATEGY & TACTICS

Defenses against takeover, evaluating merger performance, post merger activity, regulations of M & A, Roles of institutional Player in M&A

Bid is an offer to pay a specified price for an article about to be sold at auction.The bidder has a r ight to withdraw his bid at any time before it is accepted, which acceptance is.generally manifest ed by knocking down the hammer. A price offer is called a bid. Bidding is an offer (often competitive) of setting a price one is willing to pay for something The term may be used in context of auctions, stock exchange, card games, or real estate. Bidding is used by various economic niches for determining the demand and hence the value of the article or property, Example -: In today's world of advance technology, Internet is one of the most favourite platforms for providing bidding facilities; it is the most natural way of determining the price of a commodity in a free market economy. The Tactics that may be used in developing a bidding strategy should be viewed as a series of decision points, with objectives and options usually well defined and understood before a takeover attempt is initiated. Pre-bid planning should involve a review of the target’s current defenses, an assessment of the defenses that could be put in place by the target after an offer is made, and the size of the float associated with the target’s stock. Poor planning can result in poor bidding, which can be costly to CEOs. Studies show that almost one-half of acquiring firms CEOs are replaced were replaced within five years of a major acquisition. Moreover, top executives are more likely to be replaced at firms that had made poor acquisitions sometime during the prior five years. Common bidding strategy objectives include winning control of the target, minimizing the control premium, minimizing transaction costs, and facilitating post-acquisition integration. If minimizing the cost of the purchase and transaction costs, while maximizing cooperation between the two parties is considered critical, the bidder may choose the ‘friendly’ approach.

Advantages and Disadvantages of Alternative Takeover Tactics

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

TAKEOVER A takeover is virtually the same as an acquisition. The term acquisition under SEBI Takeover Regulations is defined as “directly or indirectly, acquiring or agreeing to acquire shares or voting rights in, or control over, a target company” TYPES OF TAKEOVER

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

1. Friendly Takeover 2. Hostile Takeover Friendly Takeover-: Friendly takeover means takeover of one company by change in its management & control through negotiations between the existing promoters and prospective investor in a friendly manner. Thus it is also called Negotiated Takeover. This kind of takeover is resorted to further some common objectives of both the parties. Hostile Takeover-: A takeover would be considered "hostile" if • The board rejects the offer, but the bidder continues to pursue it, or • If the bidder makes the offer without informing the board beforehand Types of Hostile Takeover Tender offer: The acquirer makes a public offer at a fixed price above the current market price. Creeping Tender offer: Slowly buying enough shares from the open market to effect a change in management. Proxy Fight: The Acquirer tries to persuade enough shareholders, usually a simple majority, to replace the management with a new one which will approve the takeover. RESAON FOR TAKEOVER 1. 2. 3. 4. 5.

To gain opportunities of market growth more quickly than through internal means. To seek to gain benefits from economies of scale. To seek to gain a more dominant position in a national or global market. To acquire the skills or strengths of another firm to complement the existing business. To acquire a speedy access to revenue streams that it would be difficult to build through normal internal growth. 6. To diversify its product or service range to protect itself against downturns in its core markets. DEFENSES AGAINST HOSTILE TAKEOVERS There are several ways to defend against a hostile takeover. The most effective methods are built-in defensive measures that make a company difficult to take over. Pre-Offer Takeover Defense Mechanisms •

Poison pills (flip-in pill and flip-over pill)

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Poison puts

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Incorporation in a state with restrictive takeover laws

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

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Staggered board of directors

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Restricted voting rights

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Supermajority voting provisions

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Fair price amendments

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Golden parachutes

Post-Offer Takeover Defense Mechanisms •

“Just say no” defense

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Litigation

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Greenmail

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Share repurchase

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Leveraged recapitalization

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“Crown jewels” defenses

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“Pac-Man” defense

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White knight defense

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White squire defense

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Bank mail pills

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White mail

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Lollipop defence

PRE-OFFER TAKEOVER DEFENSE MECHANISMS A company may set up preemptive defense mechanisms in order to help ensure that it remains independent or to increase its purchase price.

Rights Based Defenses: These are shareholder actions that can be taken to make the company less attractive to a would-be acquirer.  Poison Pills: Trigger the issuance of target company stock at a discounted price to dilute earnings.

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

 Flip-in Pill: Target company shareholders can buy stock at a discount, once one share owner crosses a specific ownership threshold.  Flip-over Pill: Target company shareholders can buy the acquirer’s stock at a discount from the market price.  POISON PILL -: It is a strategy where the target company issues low-priced preference shares to its shareholders. This increases the total issued share capital of the target company and consequently makes it more costly for the acquirer to acquire the target company. Although this strategy may cause loss to the target company but this strategy is sometimes very effective in avoiding the hostile takeover as in  Example -: Saurashtra Cement Case where the company allotted shares to its promoter and other foreign companies and expands its capital base thereby made it more costly for the Acquirer as well as made the offer invalid as it was not made on the expanded capital.  SUICIDE PILL This is the extreme version of poison pill where the tactics adopted by the target company to avoid hostile takeover results in selfdestruction. But this defense is not practical and thus not normally resorted to. 1 Shark Repellants: Can change the target’s corporate charter with no action from shareholders, in order to fend off a hostile acquirer.  Strategic Incorporation Location: In some jurisdictions it may be easier to resist hostile takeovers, so companies may select one of these locales for incorporation.  Staggering Board Terms: While considered less than optimal from a corporate governance standpoint, staggered board elections can increase the amount of time takes a would-be acquirer to get board representation.  Golden Parachutes: The term "golden parachute" is a wonderfully descriptive term for a defensive measure used by a company to prevent hostile takeovers. With golden parachutes, employers enter into agreements with key executives and agree to pay amounts in excess of their usual compensation in the event that control of the employer changes or there is a change in the ownership of a substantial portion of the employer's assets. Top executives are provided with a financial soft landing in the event that a takeover results in discharge. The company initiating the hostile takeover, on the other hand, will either have to pay this associated increased costs when acquiring the corporation or back down from the takeover Golden parachute payments do not have to be made under a legally enforceable agreement or contract. A formal or informal understanding will suffice. For Example, an oral agreement is enough even though such an agreement would not be legally enforceable under state contract law principles. Not having a written agreement,

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

The golden parachute defense is widely used by American companies. The presence of “golden parachute” plans at Fortune 1000 companies increased from 35% in 1987 to 81% in 2001, according to a survey by Executive Compensation Advisory Services. Notable examples include ex- Mattel CEO Jill Barad’s USD 50 million departure payment, and Citigroup Inc. John Reed’s USD 30 million in severances and USD 5 million per year for life.  Fair Price Amendments: Sets a price floor for the would be acquired firm’s shares.  Supermajority Provisions: Requires a shareholder vote approving the merger well above a 51% simple majority in order for the takeover to be allowed.  Voting Rights Restrictions: Requires a large shareholder to obtain board permission to vote once a certain ownership threshold has been crossed. POST-OFFER TAKEOVER DEFENSE MECHANISMS  “JUST SAY NO”: Management can decline an acquirer’s offer and attempt to convince the board that a takeover is not best for the firm. A strategy used by corporations to discourage hostile takeovers in which board members reject a takeover bid outright. The legality of a just say no defense may depend on whether the target company has a long-term strategy that it is pursuing, which can include a merger with a firm other than the one making the takeover bid, or if the takeover bid simply undervalues the company.  LITIGATION: Most effective as a delay tactic, a target can use the court system to contend that a takeover would materially harm the competitive structure of the industry.  LEVERAGED SHARE REPURCHASE: A target may borrow in order to buy shares on the market; this can drive up the price for the acquirer and also increase the risk of the target’s balance sheet. In its extreme form, target company management may use debt to buy all of the shares and take the target company private; this would be a leveraged buyout.  LEVERAGED RECAPITALIZATION: Similar to the leveraged share repurchase, but will leave some equity to trade in the public stock exchange. A corporate strategy in which a company takes on significant additional debt with the intention of paying a large cash dividend to shareholders and/or repurchasing its own stock shares. A leveraged recapitalization strategy typically involves the sale of equity and the borrowing or refinancing of debt. The result is asset and/or liability restructuring, where the company's liabilities are increased and where equity is reduced. This strategy is an intentional antitakeover measure used to make the corporation less attractive to potential acquirers. In mergers and acquisitions, strategies, these are often called "shark repellents," since they are intended to fend off unwanted or hostile takeover attempts. Also called leveraged recap.

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

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WHITE KNIGHT The target company or its existing promoters enlist the services of another company or group of investors to act as a white knight who actually takes over the target company, thereby foiling the bid of the raider and retaining the control of existing promoters. 2006 - Severstal almost acted as a white knight to Arcelor as the merger negotiations were in place between Arcelor and Mittal Steel 2006 - Bayer acted as a white knight to Schering as the merger negotiations were in place between Schering and Merck KGaA Example -: In 2010, Reliance Industries played white knight to the promoters of EIH by buying 14.1% in the flagship hotel chain. The move was seen as an attempt to thwart the ITC group which had gradually raised its stake in EIH to 14.8% over the years. Highlights of the study 

ITC acquired 14.98% shares of EIH and planning to go

beyond 15% by making open offer.  To thwart this threat for acquisition, the promoters of EIH offered their 14.2% stake to Reliance and the offer was accepted by Reliance.  In this way, Reliance ruins ITC dream of hostile takeover of EIH.  As on date, Reliance holds 18.53% and ITC holds 15.98% stake in EIH.  Ms Nita Ambani and confidante Manoj Modi are on the Board of EIH. GREENMAIL Greenmail is a strategy where the target company agrees to buy back the bidder's stockholding in the target company but at a substantial premium to the fair market stock price to avoid the hostile takeover. This tactic shall be used only after a cost-benefit analysis. This is quite similar to targeted repurchase strategy of avoiding hostile takeover.

Example -: Arun Bajoria vs Bombay Dyeing In 2000, Kolkatta-based Arun Bajoria bought 15% in Bombay Dyeing, and threatened to make an open offer to public shareholders. He finally sold out his stake to the Wadias-- the promoters of Bombay Dyeing--at a profit.

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CROWN JEWEL DEFENSE

Crown jewel defense is a strategy where the target company spins off its major attractive assets to new company specially formed for this purpose. This makes the target company less attractive

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

for the hostile acquirer. Crown jewel defense is a useful tactic to avoid hostile takeover especially for those companies where its assets backing is major strength. This defense is not practical in India because of Reg. 26(2)(a) of Takeover Regulations, which restricts the BODs of Target Company & any of its subsidiary from alienating any material assets outside the ordinary course of business without the approval of shareholders of the Company by Special resolution.  PAC-MAN DEFENSE Pac-man defense is a strategy where the target company starts buying the shares of its acquirer company with the ultimate objective of taking over its acquirer. It is when a company that is under a hostile takeover attempts to acquire its would-be buyer. The most quoted example in U.S. corporate history is the attempted hostile takeover of Martin Marietta by Bendix Corporation in 1982. In response, Martin Marietta started buying Bendix stock with the aim of assuming control over the company. The incident was labeled a "Pac-Man defense" in retrospect. This defense, named after the videogame, consists of a counter-purchase by the target of the shares against its attacker. This is a highly aggressive step which involves great risk. For this the target needs to have sufficient capital and assets. This may have great impact on the company it may either defend itself, may end up in high debts and may be extremely destructive for Target Company. Highlights • • • • • • •

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Bendix Corporation Vs Martin-Marietta was one of the most interesting battle in U.S. Economic History. In August 1982, Mr. William Agee, chairman of Bendix made a bid for MARTINMARIETTA which was rejected by it. As a defense, Martin-Marietta initiated its own tender offer for Bendix. Both the firms are engaged in various defenses including litigations. At last, Mr. Edward Hennessey, chairman of Allied Signal was introduced as “White Knight” of Bendix and won control over it. Mr. Hennessey signed an agreement with Martin-Marietta to exchange shares. Martin-Marietta remained independent and Mr. Hennessey end up with valuable Bendix assets.

KILLER BEES An individual or firm that helps a company fends off a takeover attempt. Killer bees are firms or individuals that are employed by a target company to fend off a takeover bid; these include

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

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investment bankers (primary), accountants, attorneys, tax specialists, etc. They aid by utilizing various anti-takeover strategies, thereby making the Target Company economically unattractive and acquisition more costly. A killer bee uses defensive strategies to keep an attempted hostile takeover from occurring. WHITE SQUIRE A white squire is similar to a white knight, except that it only exercises a significant minority stake, as opposed to a majority stake. The white squire may be an outside group or company, a subsidiary of the target or the target's employee pension fund. Generally, a large amount of stock is issued to the white squire with the aim of ensuring that control of the target stays in friendly hands. A White Squire is a firm that consents to purchase a large block of the target company’s stock The White Squire is typically not interested in acquiring management control of the target but either as an investment or representation in board of the target company Advantage to Target Company Large amount of Stock will be placed in hands of an investor which may not be tendered to hostile bidder E.g.. Technically Reliance is White Squireto Oberoi Hotels against EIH .

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VOTING RIGHTS PLAN: Voting Plans this poison pill strategy is designed to dilute the controlling power of the acquirer. Under this plan, the target company issues a dividend of securities, conferring special voting privileges to its stockholders. For example, the target company might issue shares that do not have special voting privileges at the outset. When a potential hostile bid occurs, the stockholders, other than the acquiring party, receive super voting privileges. Alternately, the target company's stockholders might receive securities with voting rights that increase in value over period. Voting plans were first developed in 1985. They are designed to prevent any outside entity from obtaining power of the company . Under this plan the company issues a dividend of preferred stock. If any outside entity acquires a substantial percentage of the company’s stock, holders of preferred stock become entitled to super voting rights.

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BANK MAIL PILLS Bank mail defense wherein the bank of a target firm refuses financing options to firms with takeover bids thereby having the triple impact of imposing financial restrictions upon the acquirer, increasing transaction costs in locating another financing option and also buying time for the target company to put more defenses in place. This takeover tool serves multiple purposes, which include 1. Thwarting merger acquisition through financial restrictions, 2. Increasing the transaction costs of the competitor’s firm to find other financial options, and

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

3. To permit more time for the target firm to develop other strategies or resources. 

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WHITE MAIL It is an anti-takeover arrangement in which the target company will sell significantly discounted stock to a friendly third party. In return, the target company helps thwart takeover attempts, by raising the acquisition price of the raider, diluting the hostile bidder’s number of shares, and increasing the aggregate stock holdings of the company. LOLLIPOP DEFENCE This is a strategy where in target creates barriers outside its periphery to protect the company from takeover. It is called lollipop defence as the company is compared to a lollipop, which has a hard, crunchy exterior but a soft, chewy centre. i.e. . The takeover is made difficult due to the initial barriers, but the company in general is an attractive takeover target (soft, chewy Center). The target company presumes that creating a lollipop –type defence provide adequate security from the takeover attempts .

FRIENDLY TAKEOVERS Friendly takeovers can involve either the acquisition of the assets of the company or the purchase of the stock of the target. There are several advantages associated with the purchase of assets.  First, the acquiring firm can purchase only those assets that it desires.  Second, the buyer avoids the assumption of any contingent liabilities of the target.  Third, the purchase of assets is easier to negotiate since only the board of directors, and not the shareholders, need approve the acquisition. The second type of friendly takeover involves the purchase of the stock of the target. In this instance, the acquiring firm does assume the liabilities of the target firm. The target firm continues to operate as an autonomous subsidiary or it may be merged into the operations of the acquiring firm. The approval of the target's shareholders is necessary for this type of acquisition.

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

MERITS AND DEMERITS OF 'HOSTILE TAKEOVER'

An analysis and study of the various cases of corporate takeovers exposes the following merits and demerits of 'hostile takeover' (for the sake of brevity, the company contemplating a hostile takeover is referred to as 'Acquirer Company' and the company proposed to be taken over is referred to as 'Target Company').

Advantages to the acquirer company: 1. The acquirer is benefited by way of reduction in procurement costs and operational synergies resulting in improved margins. 2. The acquirer is able to acquire new technology and add to its manufacturing capacities. 3. The acquirer is able to increase its market share and acquire new brands. 4. The acquirer is also able to reap the benefits of the lower cost of capital, cheaper working capital and enhancement of equity value. Disadvantages for the acquirer company : 1. Studies have revealed that returns to the shareholders of the acquirer company are minimal. Minority share-holders of the acquirer company may not be in favour of deployment of funds towards acquisition since there could be no direct benefits flowing. 2. Secondly, the acquiring company may offer hefty premiums to ensure the success of its bid. Such inflated prices are generally unjustified and unsubstantiated by sound reasoning since there is a 'blind rush' to acquire. 3. Thirdly, the acquirer company could face financial hazards like 'hidden liabilities', size mismatch and valuation pitfalls. 4. Fourthly, the acquirer company could face legal hurdles/litigations which may tend to become protracted and cause substantial loss of the opportunity cost diverted towards acquisition. 5. Fifthly, the acquirer company may not be able to garner adequate funds for the takeover in absence of a specific lending policy of the banks and financial institutions to finance hostile takeovers.

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

Advantages to the shareholders of the target company: 1. Takeovers can throw out managements which have mismanaged the affairs of the companies or not rewarded their shareholders appropriately. 2. Takeovers result in sub-stantial returns to the share-holders since the share prices shoot up on the bourses and also the offer price is much above the quoted price. 3. A sincere and committed acquirer would endeavour to set the target company on the proper tracks and the resultant improvement in performance would benefit the company as a whole. Disadvantages to the share-holders of the target company : 1. A malicious predator can play a destructive role by damaging the business prospects, the market share and the future potentials of the target company. 2. In the event of the takeover bid getting stalled due to litigation or other factors, the share price tumbles on bourses resulting in losses to the shareholders. 3. In the event of a failure of the takeover bid, the share prices may tumble even below the preoffer level. 4. Existing managements which are in the process of being shunted out may resort to hasty and brash decisions or may even misuse the company's property for immediate selfish gains. Factors responsible for increase in hostile takeover bids in India: With the revamp of the SEBI Takeover Code in 1997, the area of takeovers has opened up encouragingly, and optimum transparency is sought to be achieved. The takeovers that were witnessed in the 1980s and the beginning of 1990s were of a different hue altogether from the current scenario. Earlier, the regulatory factors were stifling and takeovers were determined by a willing buyer-seller relation-ship. In many such cases the foreign owner diluted his stake to less than 50% and thereafter lost interest in the Indian Company ultimately selling it out; e.g. Shaw Wallace. Another category of takeovers that took place during the pre-takeover code times were the ones where, due to the presence of financial crisis on the part of the acquired company, lending financial institutions actively pushed for takeovers; e.g. Tata's acquisition of Special Steel, Hindustan Lever's acquisition of Stepan Chemicals, etc. Some important factors which have been instrumental in fostering an era of takeovers in India are the following : 1. With sweeping liberalization measures, the Indian markets have been characterised by increased competitiveness and loss of protection to domestic players. 2. Consolidation is now the only means of increasing, or even sustaining the position in the market. As the propensity for competitiveness increases, the big players start looking at hostile takeovers in situations where negotiated deals with the competitors are expected to be unsuccessful. 12 | P a g e

Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

3. Plenty of takeover opportunities are available now due to factors like : Companies undervalued but having strong prospects; companies which are cash-rich but are not using their resources properly; family run businesses which have witnessed a fall out between family members.

ROLE OF BANKS AND FINANCIAL INSTITUTIONS TOWARDS HOSTILE TAKEOVERS: The role of all public sector banks and financial institutions towards financing of hostile takeovers has been absolutely passive. The logic and reasoning behind this is that can public or government funds which have been originally contributed for developmental purposes, be used for corporate ware and funding hostile takeovers ? Consider a case where a bank or a financial institution decides to finance the hostile takeover of a small company by a big business house. A writ petition by the target company challenging mis-use of government funds for restricting the fundamental right of carrying on a business under Article 19(1)(g) of the Constitution, would be the immediate fallout. So long as banks and institutions remain under government control, funding of hostile takeovers so as to detrimentally affect the fundamental rights of the target company is ruled out. The moot question here would be why should a government owned bank or institution support the business of one company (acquirer) to the detriment of the business of the target company. Such an action would be highly vulnerable to legal challenge on the ground of violation of fundamental rights. It must be distinctly pointed out here that any indirect financing of hostile takeovers via the route of subscribing to debentures/bonds/preference shares by the banks or institutions, would also be vulnerable to judicial challenge. Further, the question as to whether funding of hostile takeovers was ever recognized as an objective when such banks or institutions were set up, also arises. Another crucial role of financial institutions and banks arises in the context of their shareholdings in the private sector companies; it is estimated that they control 35 to 70% of the private equity. It is doubtless true that institutions and banks holding such percentage of shareholding can tilt the scales in the event of any hostile take-over bid. However, experience has proved that they play a passive role and maintain status quo when confronted with such situations. There definitely exists a 'gateway' (in the context of shareholding control) for banks and institutions when confronted with a takeover bid whether to retain or dispose of the share-holding of the

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

target company should be a pure commercial decision. Institutions and banks have every right to buy or sell shares, and hence such an action cannot be challenged on the ground of misuse of the instrumentality of the State. This is supported by the Supreme Court decision in Electronic Corporation of India Ltd. v. Govt. of Andhra Pradesh, (1999) 97 Comp. Cases 470 (SC), which inter alia stated that a clear cut distinction existed between a company and its shareholders, even though the shareholder was only one, be it the Central Government or the State Government. Thus the decision to retain buy/sell shares of a company which is confronted with a takeover bid should be left to the pure commercial wisdom of the bank/financial institution. With a view to provide an impetus to the takeover activities in India, the banks and financial institutions need to be more proactive needing a new kind of commercial prowess and clear profit objective. The following steps are suggested in this context: 1. RBI needs to frame a pragmatic policy giving autonomy to banks and financial institutions to fund hostile takeovers purely on commercial considerations. A code of conduct for such lending could also be framed listing out the situations where hostile takeovers could be funded, viz. rectifying mismanaged companies, establishing level playing fields, etc. 2. The process of government disinvestment in public sector banks and financial institutions needs to be speeded up so that they cease to carry the 'label' of 'instrumentalities' of the State. 3. Steps should be initiated to professionalize the boards of such banks and financial institutions by appointing outside professional directors and withdrawing government nominees. This will give functional autonomy without government interference. 4. RBI should also consider permitting lending against the security of shares to give a boost to takeovers. The need for a proactive approach on the part of banks and financial institutions to finance hostile takeovers stands abundantly justified in view of the fact that the Indian investors have been to a large extent victims of mismanaged and vanishing companies, unprofessional approach and oppressive promoters, and hence would look forward to a positive management change. This will not only boost the growth of capital markets but will also reward the shareholders. Restrictions on hostile takeovers by foreign Entities: Foreign entities/companies need the prior approval of FIPB and also need to furnish a Board Resolution of the target company to acquire shares of the target company. FIPB would obviously

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Subject- CRFE- UNIT- 4 Mr. Rashmiranjan Panigrahi, Lecturer in Finance, ASMIT

be opposed to hostile takeovers. Further, it is a next to impossible proposition that the Board of the target company will pass a resolution according approval for registering shares to make successful a hostile takeover bid. Reference -: https://www.bcasonline.org/articles/artin.asp?167 REGULATIONS OF M & A

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