A surge in the number of hostile takeovers in the first half of last year sent companies scurrying to their lawyers, looking for ways to ward off would-be raiders. "We're having a lot of conversations with companies who want to know what they can do if they get an approach from someone and don't want to be taken over," says Soren Lindstrom, a partner in the corporate practice with law firm Baker Botts LLP in Dallas. "It's very much on people's minds."

The harsh reality: It's not as easy to mount a corporate defense as it used to be. Activist shareholders have been busy tearing down formerly commonplace tools of the trade, like poison pills and staggered boards,

which investors contend only protect management and don't deliver value. At the same time, stricter governance and oversight has made some companies gun-shy to find replacements.

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