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Hostile Takeovers Microsoft V. Oracle

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PeopleSoft v. Oracle: Hostilities Involved in a Takeover

Precious Richey

OMM 640 Business Ethics and Social Responsibility (MFF1226A)

Instructor – Ken Edick

Submitted: 7/23/2012

Abstract
The hostile takeover of PeopleSoft by Oracle was the results of a lengthy court battle that raised many issues. One issue in particular concerned anti-trust laws and their application to technology companies. The Department of Justice, in an attempt to block the takeover, argued that a merger of this nature would lessen competition and ultimately limit customer choice. An appellant court judge ruled that this case did not meet the criterion of an anti-trust breach and ruled in favor of Oracle. Never the less, many other factors concerning the role of shareholders, the board of directors and chief officers gave rise to some grey areas. It has been speculated that the outcome of this case has paved the way for similar acquisitions in the technology arenas.

The hostile take-over bid by Oracle to acquire the controlling shares of PeopleSoft was a long and drawn out acquisition. The process was marked with uncertainties, government intervention, and changed trends. Some analysis considered the move to be a merger while others considered it to be a consolidate that served as a prelude to the inevitable changes in the software market. In 2003 when Oracle’s CEO announced plans to wage an unsolicited takeover of PeopleSoft’s stock (Boatright, 2009), the decision was met with a number of issues. The purpose of this paper is to examine the following questions: Why did PeopleSoft executives reject the unsolicited takeover from Oracle Corporation, in what ways was the bid unusual, what consideration did PeopleSoft’s independent board use in determining the best interest of shareholders, and what was the poison pill?
Why did the executives of PeopleSoft reject the

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