The D case, part of a series of cases that simulate a hostile-takeover attempt involving four companies in January 1997 (see also the A [F-1170], B [F-1171], and C [F-1172] cases), focuses on the white-knight firm, which has had amicable relations with the target company in the past and is considering making a friendly bid for it. The exercise organizes students into teams representing the four companies, and each team must negotiate an outcome that is most advantageous to its firm. The parties are motivated to act because the expiration of the raider's tender offer will occur soon, and if there is no higher offer outstanding, the arbitrageurs will tender their shares and the raider will tender its control. All parties know that the target company's board of directors is meeting in a few hours to settle on a course of action. This exercise is ideally suited to (1) hone students' valuation and negotiation skills, (2) train students in the unusual dynamics of hostile takeovers, and (3) develop an understanding of some fundamental points of corporate governance, including the responsibilities of a board of directors and the agency problems that can arise when managers' jobs are threatened.