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03/05/08 11:06 PM

#16906 RE: 1stepahead1 #16902

'1stepahead1' Great Find!

http://www.caseplace.org/cases/cases_show.htm?doc_id=141547

Harvard Business School Publishing

In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A "poison pill" and a staggered board serve as primary defense measures, leading to the longest-running takeover battle in U.S. corporate history. Issues of loyalty to a friend, executive incentives, executive entrenchment, and duty to shareholders collide as Cloutier realizes crucial corporate governance decisions have to be made.