Circon (A)

In 1996, the U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll taking a defensive stand, invites an old friend HBS (George Cloutier), contains to join the fight as Director Circon. A “poison pill” and a staggered board to serve as the primary protective measures, leading to the longest-running takeover battle in the U.S. corporate history. Questions of loyalty to a friend, executive incentives, executive Hills, and the duty to sha … Read more »

In 1996, the U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll taking a defensive stand, invites an old friend HBS (George Cloutier), contains to join the fight as Director Circon. A “poison pill” and a staggered board to serve as the primary protective measures, leading to the longest-running takeover battle in the U.S. corporate history. Questions of loyalty to a friend, executive incentives, executive Hills, and duty collide to shareholders as Cloutier implemented corporate governance crucial decisions must be made.
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from
Brian J. Hall,
Guhan Subramanian,
Christopher Rose
Source: Harvard Business School
36 pages.
Release Date: 19, March 2001. Prod #: 801403-PDF-ENG
Circon (A) HBR case solution