Standstill Agreement

A standstill agreement is a contract that contains provisions that govern how a bidder of a company can purchase, dispose of, or vote stock of the target company. A standstill agreement can effectively stall or stop the process of a hostile takeover if the parties cannot negotiate a friendly deal. The agreement is particularly important because the bidder will have had access to the target company's confidential financial information.

[Important: A standstill agreement is a form of anti-takeover measure.]

A company that comes under pressure from an aggressive bidder or activist investor finds a standstill agreement helpful in blunting the unsolicited approach. The agreement gives the target company more control over the deal process by prescribing the bidder or investor's capacity to buy or sell stock of the company or launch proxy contests.

A standstill agreement can also exist between a lender and borrower in which the lender stops demanding a scheduled payment of interest or principal on a loan in order to give the borrower time to restructure its liabilities.

In the banking world, a standstill agreement between a lender and borrower halts the contractual repayment schedule for a distressed borrower and forces certain actions that the borrower must undertake. A new deal is negotiated during the standstill period that usually alters the loan's original repayment schedule. This is used as an alternative to bankruptcy or foreclosure when the borrower can't repay the loan. The standstill agreement allows the lender to salvage some value from the loan. In a foreclosure, the lender may receive nothing. By working with the borrower, the lender can improve its chances of getting repaid a portion of the outstanding debt.

• A standstill agreement is a contract that contains provisions that govern how a bidder of a company can purchase, dispose of, or vote stock of the target company.
• A standstill agreement can effectively stall or stop the process of a hostile takeover if the parties cannot negotiate a friendly deal. 
• A company that comes under pressure from an aggressive bidder or activist investor finds a standstill agreement helpful in blunting the unsolicited approach.

A recent example of two companies that signed such an agreement is Glencore plc, a Swiss-based commodities trader, and Bunge Ltd., a U.S. agricultural commodities trader. In May 2017 Glencore made an informal approach to buy Bunge. Shortly after, the parties reached a standstill agreement that prevents Glencore from accumulating shares or launching a formal bid for Bunge until a later date.