The pay package a founder walked away from
On 23 June 2026, Ryan Cohen, chairman and chief executive of GameStop, asked his own board to strike a performance award worth up to 35 billion dollars from the company's proxy statement. The board had approved the package in January 2026, before GameStop decided to chase eBay, and Cohen's stated reason was that he wanted leadership fully focused on GameStop's operating performance and its proposed eBay acquisition. Confirmed in GameStop's own release and its SEC filing, and reported by Fast Company and Simply Wall St, a founder voluntarily forgoing 35 billion dollars is the kind of signal that tells the market he thinks the deal is the bigger prize.
The deal itself is a hostile one. GameStop made an unsolicited offer on 3 May 2026 to buy all of eBay at 125 dollars per share in a mix of cash and stock, valuing the target at around 55.5 billion dollars. eBay's board rejected it. Rather than walk away, Cohen signalled he would take the offer directly to eBay's shareholders, the classic path around an unwilling board, while GameStop quietly raised its economic exposure to eBay shares to roughly 9 percent by early June. A meme-stock retailer was mounting a serious run at a company several times its own operating size.
Why it matters: rejection by the board is not the end of a bid
Why it matters: the instinct of many owners is that a takeover approach is a negotiation their board controls - reject the offer and the matter is closed. GameStop and eBay show why that instinct is dangerous. A bidder with cash, a high equity valuation and the willingness to spend can bypass a hostile board entirely by taking the offer to shareholders through a tender offer or a proxy fight. The board's no is a speed bump, not a wall. When the raider has already built a stake and has financing lined up, the target's directors are defending a position they may not be able to hold on rejection alone.
Yes, but: a hostile bid is not automatically a threat to a well-defended company. Poison pills, staggered boards, and in Europe the takeover-panel and mandatory-bid rules give directors real tools to slow or block an unwanted approach and to force a fairer price. The point is that those defences work only if they are already in place. Cohen's quiet accumulation of an eBay stake is the tell: by the time a bid is public, a prepared raider has usually spent months building leverage the target cannot quickly undo.
The bottom line: build your defences before the offer lands
The bottom line: if you run or chair a listed company, the time to think about takeover defence is now, not the morning a bid appears. Know who could quietly accumulate a stake, understand what a poison pill or mandatory-bid threshold would do in your jurisdiction, and watch your own shareholder register for the kind of derivatives-based creep GameStop used to build exposure to eBay before going public with its intentions. A defence designed under the pressure of a live bid is a defence designed too late.
The wider read for European owners is that control of a listed business is more contestable than it looks from the inside. A determined outsider with capital does not need permission from your board, only enough of your shareholders. The founders who keep control are the ones who treated a hostile approach as a scenario to prepare for in calm conditions, not a crisis to improvise through when the raider has already done the quiet work.
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