In mergers and acquisitions, a takeover attempt that proceeds without the target company board’s approval is called a hostile takeover.
An acquiring company can pursue a hostile takeover by making a tender offer directly to shareholders or by launching a proxy fight to replace directors. In a tender offer, the bidder asks shareholders to sell their shares at a specified price, often above the current market price. In a proxy fight, the bidder seeks voting support for a proposed board slate or transaction.
A takeover is friendly when the target board supports or negotiates the deal. Hostile does not necessarily mean unlawful; it describes opposition from the target’s board. Target companies may use defenses such as a shareholder-rights plan, staggered board, or white-knight transaction, subject to applicable law.
The phrase became especially prominent during the takeover wave of the 1980s, when large U.S. companies faced aggressive acquisition campaigns.