In evaluating whether management's actions are appropriate in response to a hostile tender offer,the primary concern is usually that management might have improperly:

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The primary concern in evaluating management's actions in response to a hostile tender offer is whether management is putting its own interests ahead of those of the shareholders. The management has a fiduciary duty to act in the best interest of shareholders, and failure to do so may result in legal action against management. Proper defensive measures can be taken as long as they are in the best interest of shareholders. The other options do not necessarily indicate improper actions by management in response to a hostile tender offer.

In Evaluating Whether Management's Actions Are Appropriate in Response to a Hostile