Business Leaders Who Defended a Company's Independence

The poison pill. Lipton, a founding partner of the New York law firm Wachtell, Lipton, devised the shareholder rights plan in 1982, which lets a board flood the market with cheap shares if a bidder crosses a set threshold, making a hostile takeover ruinously expensive. Delaware courts upheld it in 1985, and it became the standard defence. Critics argue it entrenches boards against their own shareholders.

Gucci against LVMH. De Sole, Gucci's chief executive, responded in 1999 to Bernard Arnault's LVMH quietly building a large stake by issuing new shares to an employee trust and then selling a large block to François Pinault's PPR, diluting LVMH. The courts eventually backed him. The price of escaping one luxury group was effective control by another, and he and designer Tom Ford left in 2004 after disagreements with PPR.

Staying small on purpose. Newmark started craigslist as an email list in San Francisco in 1995 and, with chief executive Jim Buckmaster, refused banner adverts, outside investment and a stock market listing, charging only for a few kinds of posting. When eBay bought a minority stake in 2004, craigslist fought it in court until eBay sold out in 2015. The site stayed independent and very profitable, while its free classifieds drained newspapers' revenue.

Arcelor against Mittal. Dollé, chief executive of the Luxembourg-based steelmaker Arcelor, fought Lakshmi Mittal's hostile bid in 2006, dismissing it in disparaging terms and agreeing a rescue merger with Russia's Severstal. Shareholders rejected the defence and accepted a raised Mittal offer, creating ArcelorMittal, and he left. His fight showed how little a board can do once investors prefer the price.

Refusing to sell, then locking in control. Zuckerberg turned down Yahoo's offer of about a billion dollars for Facebook in 2006, when the site was two years old, against the wishes of some investors and staff. At the 2012 listing he kept control through shares carrying ten votes each, so outside shareholders cannot remove him. Independence let him make huge bets such as the metaverse spending, with little check from investors.

The cost of saying no. Yang, Yahoo's co-founder and then chief executive, rejected Microsoft's offer of about $44.6 billion in 2008 as undervaluing the company. Shareholders sued, the activist Carl Icahn attacked the board, and Yang stepped down as chief executive later that year. Yahoo's internet business was eventually sold to Verizon in 2017 for under $5 billion, the most cited example of an independence defence that destroyed value.

Cadbury against Kraft. Carr, Cadbury's chairman, fought Kraft's hostile bid in 2009 and 2010, but once hedge funds had bought shares the board recommended a raised offer and Kraft won. Kraft soon closed the Somerdale factory near Bristol despite suggesting it would stay open. The episode led Britain to tighten its takeover rules, giving targets more time and forcing bidders to state their intentions.

Hermès against LVMH. In 2010 LVMH revealed it had built a large stake in Hermès through derivatives, and the founding family, with Axel Dumas among its leaders, pooled most of its shares into a family holding company in 2011 so they could not be sold to an outsider. French regulators later fined LVMH, and it distributed its stake to its own shareholders in 2014. Dumas has led Hermès since 2013, and it stayed controlled by the family.

Snap and no-vote shares. Spiegel turned down Facebook's reported offer of about $3 billion for Snapchat in 2013, and when Snap listed in 2017 it sold shares to the public that carried no votes at all, leaving him and co-founder Bobby Murphy in control. Facebook then copied Snapchat's Stories feature in Instagram, and Snap's shares spent long periods below their listing price, showing independence can mean competing alone against a giant.

AstraZeneca against Pfizer. Soriot, AstraZeneca's chief executive, and chairman Leif Johansson rejected Pfizer's approach of about £69 billion in 2014, arguing it undervalued the drug pipeline and would cut research, and promising strong future sales instead. Pfizer walked away under UK takeover rules. Investors who backed the defence were later rewarded as AstraZeneca's cancer drugs and value grew strongly, a rare case where saying no clearly paid off.

Unilever against Kraft Heinz. Polman, Unilever's chief executive, rejected a $143 billion approach from Kraft Heinz, backed by 3G Capital and Berkshire Hathaway, in 2017, defending his long-term, sustainability-focused strategy against 3G's cost-cutting model. Kraft Heinz withdrew within days. Unilever then promised higher margins and buybacks to keep investors on side, and its share price lagged rivals in later years.

Independence inside a takeover. Cohen and Jerry Greenfield sold Ben & Jerry's to Unilever in 2000 under unusual terms that left an independent board in charge of its social mission and brand. That board's clashes with the owner, most publicly over sales in Israeli-occupied territories, tested how much independence a subsidiary can keep. Greenfield quit in 2025, saying independence had been lost, and Cohen campaigned to buy the brand back.