1. Shareholders rights plan ("poison pill")

• Right attached to each share giving non-hostile bidders a right to purchase a certain number of shares at half-price, thereby greatly diluting a hostile bidder's stake requirements under public company law concerning increase of capital.
• The increase of share capital of the company requires a shareholders' vote of not less than 75% of attending shareholders who are eligible to vote.
• Challenge from the hostile bidder, as a shareholder, on the favorable price for other shareholders.
• The right may be regarded as a discrimination or selective action against the new shareholder.
• The purpose of the plan is not for the best interest of the company, but for dilution effect instead.

2. Golden parachutes (and tin parachutes)

• Lucrative change of control contract for senior management (golden parachutes) and key employees (tin parachutes) which greatly increases merger-related severance costs.
• Freedom of contract provided that it shall not be contrary to Thai law.
• Consideration for the director of a listed company needs to be disclosed to the SET.
• The consideration to be paid to the directors must be approved by a shareholders' vote of not less than two-thirds of the total number of votes of attending shareholders, unless specified in the articles of association of the company.
• The amount of the severance should be reasonable. If not, it may raise the issue of conflict of interest between the company and the directors. 

3. "White knight" acquirer

• Acquisition negotiated with friendly third party.
• The acquirer must comply with the tender offer requirements.
• Complying with the tender offer requirement under the SEC notification of the acquirer. The company is also required to give its opinion on the tender offer to the shareholders.

4. Asset lock up ("crown jewel")

• Sale of assets in which a hostile bidder is most interested to a friendly third party.
• Disposition of major assets is subject to the public company law, securities law and SET disclosure requirements.
• Disclosure to SET must be made. Depending on size of the transaction, the value and size of the transaction may have to be assessed by an independent financial adviser (IFA).
• It requires a shareholders' vote of not less than 75% of the total number of votes of attending shareholders who are eligible to vote. 

5. Major strategic acquisition

• Size of company greatly increased or company made more unpalatable to hostile bidder.
• Acquisition of major assets, e.g., another company is subject to the public company law, securities law and SET disclosure requirements.
• Disclosure to SET must be made. Depending on size of the transaction, the value and size of the transaction may have to be assessed by an IFA.
• It requires a shareholders' vote of not less than 75% of the total number of votes of attending shareholders who are eligible to vote.
• Under Banking Law, a commercial bank is restricted from holding shares in another company or bank in excess of the amount allowed by law.

6. "Pac-man" acquisition

• Target acquires stake in or announces bid for hostile bidder.
• Acquisition of major assets (e.g. another company) is subject to public company law, securities law and SET disclosure requirements.
• Disclosure to SET must be made. Depending on size of the transaction, the value and size of the transaction may have to be assessed by an IFA.
• It requires a shareholders' vote of not less than 75% of the total number of votes of attending shareholders who are eligible to vote.
• This would result in cross-shareholding and cross-shareholding in certain levels may prohibit the hostile bidder from acquiring the target if the hostile bidder is a listed company.

7. Issuance of equity

• Equity issued in offering to public thus greatly increasing the cost of acquisition.
• Increase of capital and issue of securities via securities public offering.
• Requirements under public company law and securities law concerning increase of capital.
• The increase of share capital of the company requires a shareholders' vote of not less than 75% of the total number of votes of attending shareholders who are eligible to vote.
• In making the securities public offering, the company shall apply for an SEC approval and the company is required to make a registration statement as well the prospectus in which all the information shall be disclosed.
• For private placement with certain characteristics, prior approval from the SEC is required.
• Takes a substantial amount of time.