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Lobster Trap Defense

Lobster-Trap

What is the Lobster Trap Defense?

Lobster Trap in finance is a tactic used by the targeted company to prevent any hostile takeover. In this tactics the owners of more than 10% of converting securities of the company won’t be able to convert the securities into voting stock. The tactic prevents the big fish from swallowing the small ones and it is not applicable to the small threats.

  •  This is one of the strategies that small companies use to prevent big companies from taking them over.
  • This unique name is one of the newest additions to the anti-takeover lexicons and this strategy perfectly works for all targeted companies that are cautious enough to include the clause of ‘lobster trap’ in the agreement.
  • This trap is applicable for all sorts of convertible securities like convertible debentures, convertible preferred shares, convertible bonds, and convertible warrants.

Example of Lobster Trap

Let’s say that HD company has been doing well in TV manufacturing. They’re new in the market, but they have been giving a serious threat to a big player called BD & Co. On the other hand, 15% of the convertible securities of HD company is owned by a big company called Mitte Inc. Since a reasonable part is owned by the Mitte Inc., it can be a matter of concern for HD company since big fish like BD & Co. can swallow them without much effort and using the securities of Mitte Inc.

Now, since HD company can see that BD & Co. can try to take over the company, they’re feeling a serious threat. But the good news is while signing the agreement with Mitte Inc., they included a clause stating that Mitte Inc. won’t be able to convert their securities into voting stock (think about the specificity of the these trap where it’s mentioned that if a company or an individual owns over 10% of the convertible securities of the firm, the company or the individual won’t be able to convert the securities into voting stocks).

Since this clause is added, HD company is now safe. And BD & Co. won’t be able to take over their new competition by easy means. This only happened because the management made a prudent decision at the time of signing agreement with the Mitte Inc. And this particular tactic is saving the company from getting swallowed by the big fish is called the lobster trap.

How Effective the Lobster Trap is?

The effectiveness of the lobster trap depends on how far-fetched the board of directors of a company can think. If a company becomes complacent and can’t see serious threats from their big competitors, then they won’t be cautious and would be easily swallowed by the big fish.

Like the example we saw above, the management was prudent enough to include a clause in the agreement that saved them from the big competitor. It’s important to know that this trap isn’t effective for similar or small companies. It is only applicable for big and giant companies and it prevents big companies from forcefully taking over a small business.

Why the term ‘lobster trap’ is added to the lexicon of the anti-takeover tactics?

There must be a reason why the term ‘lobster trap’ is used when we talk about preventing hostile takeovers from big fishes. The reason is simple. It’s exactly like catching lobster.

The size of the lobster is prodigious. It has a huge cylindrical body and the most important part is the first five pairs of the lobster are transmuted into pincers. When this trap is created, it’s created to catch the lobster only and not the small ones.

That’s why only the big, giant lobster gets trapped in the trap and other small ones manage to escape. In terms of a lobster trap as an anti-takeover strategy does the same thing. It doesn’t take into account the small players. It only gets created to prevent the big fish to forcefully take over the targeted company.

That’s why the term ‘lobster trap’ is added to the lexicon of the anti-takeover tactics.

Why Different Strategies like ‘Lobster Trap’ are Created?

To be precise, the world of business is not always the bed of roses. People do things that shouldn’t be done at all. In this age of collaboration of information overload also, many businesses use power and influence to persuade a smaller entity to do something that they never want to do at the first place.

  • One of such things is forcing smaller entities to surrender to the power and the influence of a big fish. If the smaller entities don’t agree voluntarily, the big fishes turn to different unethical tactics to make them stoop down on their knees.
  • To save their small businesses from these giant and their unethical and forceful actions, these small entities follow one of many anti-takeover strategies so that they can fight till they can and prevent a hostile takeover.
  • It is one of many anti-takeover strategies that the small firms use to be on the safest side.
  • Other than this, the target companies also use many tactics like a poison pill, golden parachute, scorched earth policy etc.

Advantages of the Lobster Trap

Let’s quickly look at few key advantages of the lobster trap –

  1. The most significant advantage of this trap is that it binds the owner of 10% or more convertible securities to a certain extent. It means the owner of these convertible securities or a big fish won’t be able to take advantage of it.
  2. Without owning more stocks in the company, it won’t be easy for a big fish to forcefully take over the target company.
  3. This trap can only be beneficial in hindsight. If it were not being done, it wouldn’t be effective. That means the effectiveness of this trap also lies in the efficiency of the top management.

Conclusion

The lobster trap is a great strategy. But it would work best when it is coupled with other strategies. Because sometimes little things become big things. In it, little players are not given attention and the trap is created to capture a/many big fishes.

Recommended Articles

This has been a guide to what is Lobster Trap Defense. Here we discuss this top anti-takeover strategy along with examples of the Lobster trap, how Effective Lobster Trap it is and its advantages. You may also take a look at useful articles below:

  • Dawn Raid Takeovers
  • Crown Jewels Defense
  • PAC MAN Defense
  • Greenmail

The post Lobster Trap Defense appeared first on Learn Investment Banking: Financial Modeling Training Courses Online.



This post first appeared on Free Investment Banking Tutorials |WallStreetMojo, please read the originial post: here

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