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This paper studies the rules that limit voting rights as a defensive measure against hostile takeovers. We consider atomistic shareholders and a small group of united minority shareholders, the hard core, that wants to block any hostile takeovers. This group constructs a device based on a threshold below which each share is linked to one vote and above which each share gives less than one vote, according to a coefficient of redistribution. It finds the optimal couple that blocks hostile takeovers while minimizing the negative impact on the market due to too strong protection of the hard core to the detriment of dispersed shareholders.Classification JEL : G18, G30, G34