Bidders are circling mail company TNT and are not likely to be put off by the Dutch government's "golden share" veto rights or the firm's "poison pill" defence.
Neither are likely to prove insurmountable obstacles, it is claimed.
Takeover speculation around Europe's leading express delivery firm, whose large UK business is centred on Atherstone in Warwick-shire, flared again recently when German private equity investor Cornelius Geber said a consortium planning a bid for the group was almost ready.
Mr Geber first signalled interest in TNT in November.
It is claimed he would prefer a friendly takeover but would be prepared to go hostile if the Dutch government, which owns ten per cent of TNT, opposed a deal.
The Dutch finance ministry would not comment on whether it might invoke its golden share in case of a bid for TNT, which has a market capitalisation of 12 billion euros (£8.2 billion).
But the government's longstanding position is that it owns the golden share, which among other things allows it to block mergers, to protect its position as a major shareholder and to guarantee postal delivery in the Netherlands until planned laws are in place that can safeguard the public interest.
The European Union has taken a critical view of golden shares and took the Dutch to court over its special voting rights in TNT and Dutch telecoms firm KPN in 2003.
The government recently gave up its golden share in KPN.
"I don't think the Dutch government will have the guts to use it - it has been under so much pressure from European authorities," Fortis Bank analyst Maarten Bakker said.
Another obstacle lies in an anti-takeover measure - or "poison pill" - that allows TNT to issue preference shares to a friendly foundation in case of a hostile bid.
Such preference shares would have the same voting rights as ordinary shares, and TNT can issue shares to a point at which the foundation has about 50 per cent of the voting rights.
This would prevent a hostile bidder from gaining full control, effectively putting the bid on hold and buying time for TNT's management to look for another potential suitor or take other measures.
"For almost nothing, you can allocate an enormous voting power to these foundations," said Christian Schwarz, a professor for corporate law at the University of Maastricht.
But ING analyst Andrew Beh said the corporate governance implications would probably deter TNT from using this defence.
"Just imagine how shareholders would react and imagine the lawsuits," Mr Beh said.
"It would be a stupendous corporate-governance issue. It is very unlikely that it will be exercised. They would immediately be fighting a rearguard action as investors took them to court."
The foundation is allowed to buy preference shares for the nominal value of 0.48 euros per share, but it only needs to pay 0.12 euros per share at first, according to TNT.
The remainder is not due until TNT makes a call for payment.
TNT's shares, by contrast, have been trading around the 26 euros mark, and analysts have put the break-up value of the firm at 30-33 euros per share.
Morgan Stanley analyst Menno Sanderse said TNT might use the defence if the firm thought it was in the best interests of all involved, including shareholders and employees.
He noted: "They will think very carefully about it, and they have shown in the last months that they are a very rational company."
Tax troubles have unnerved investors in TNT.
Recently a group of foreign investors demanded more clarity over tax issues which the firm said last year could hit results.
It has promised to update markets on the financial impact when it releases its 2005 accounts.
It has been investigating various irregularities.
Van Lanschot analyst Geert-Jan Hoppers said recently the market had already priced in a potential liability of as much as £410.9 million.
In 2004, TNT said it was taking a tax charge of £40.4 million in its 2003 results after ending a probe into tax matters at an unidentified British unit.
Then last September, it announced it was investigating possibly illegal tax irregularities at various subsidiaries.
TNT said it was preparing an addendum to a report submitted in August 2004 to the Inland Revenue and was also investigating the tax position of non-British units.
TNT, which competes strongly with Royal Mail and Parcelforce and has been hoping to benefit hugely from the recent postal deregulation, has announced plans to sell its logistics arm to focus on its mail and express delivery operations.
It runs three operations from Atherstone - logistics, express and information systems.
TNT Express Services UK and Ireland specialises in the business-to-business side.
Established in the UK in 1978, the company has an annual turnover of more than £750 million, employs 10,600 people in the UK and Ireland and operates more than 3,500 vehicles.