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Masterclass

Masterclass: Navigating a Hostile Takeover Attempt as a Leadership Team

A leadership masterclass for CFOs, corporate development heads, founders of listed and pre-IPO companies, and senior finance and strategy leaders. Hostile bids in India have been rare because promoters usually hold control, but rising institutional ownership, diluted founders, and new-age listed companies with low promoter stakes are changing that. This course covers the leadership side of a hostile approach: who decides what under the Companies Act and the SEBI Takeover Code, how management handles its own conflicts of interest, how to audit vulnerability and close the value gap before a bidder does, how to lead the first weeks after a bid lands, and how to choose between fighting, negotiating, and selling. Case studies from Indian and global contests show what boards got right and wrong, and the final lesson covers leading the company after the outcome, whichever way it goes.

Hostile TakeoversBoard GovernanceSEBI SAST RegulationsStakeholder CommunicationTakeover Strategy

MODULES

6

DURATION

~4.5 hrs

TRACK

M&A & Valuation

What You'll Master

Why hostile bids have been rare in India, and which listed companies are now genuinely exposed

How fiduciary duties split between the board, independent directors, and management once a bid is live

How to recognise and manage your own conflicts of interest so a defense never turns into entrenchment

How to run a vulnerability audit and use capital allocation to close the value gap before a bidder exploits it

How to lead the first weeks after a bid: decision cadence, board unity, and communication with employees, lenders, and regulators

How to judge an offer on value, negotiate from the target side, and weigh alternatives such as a white knight or restructuring

Access Level

LEARNER

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Everything included

Full Text Playbooks

Actionable Exercises

Mobile Reading Mode

Lifetime Updates

Curriculum Breakdown

Chapter 1: The Hostile Bid in the Indian Context

3 Lessons

Anatomy of a Hostile Bid: Who Bids, Why, and What the Leadership Team Is Really Defending14 min read

Promoter Ownership as the Default Defense, and Where It Breaks Down14 min read

A Short History of Indian Hostile Bids: From Swraj Paul to NDTV15 min read

Chapter 2: Duties, Conflicts, and Who Decides

3 Lessons

Board Versus Management: Fiduciary Duties Under the Companies Act and SEBI Rules15 min read

Managing Conflicts of Interest: Jobs, Equity, and the Temptation to Entrench14 min read

The Independent Directors Mandate Under Regulation 2614 min read

Chapter 3: Preparing Before Anyone Calls

3 Lessons

The Vulnerability Audit: Free Float, Valuation Gap, and Shareholder Composition16 min read

Closing the Value Gap Yourself: Capital Allocation as the Best Defense15 min read

The Standby Playbook: Advisors, Roles, and Decision Rights Agreed in Peacetime14 min read

Chapter 4: The Bid Lands, Leading Through the First Weeks

3 Lessons

The First 48 Hours: Holding Statements, Decision Cadence, and Board Unity14 min read

Communicating With Employees, Customers, Lenders, and Regulators15 min read

Reading the Bidder: Intent, Financing, and Walk-Away Price15 min read

Chapter 5: Strategic Choices, Fight, Negotiate, or Sell

3 Lessons

Judging the Offer on Value, Not Pride16 min read

Negotiating From the Target Side: Price, Conditions, and Commitments15 min read

The Alternatives: White Knights, Recapitalisation, and Strategic Restructuring15 min read

Chapter 6: Case Studies and Life After the Outcome

3 Lessons

Case Study: Adani and NDTV, a Takeover Through Warrants15 min read

Case Study: Mittal Steel and Arcelor, a Board That Changed Its Mind15 min read

Life After the Bid: Leading the Company Whether You Win or Lose14 min read