How would you feel if someone cruising by your driveway saw your vintage automobile -- say, a 1957 Ford Thunderbird in pristine condition -- and decided he or she had to own it. Then that person marched up to your front door, proposed a price that was more than you thought the car was worth, but was rebuffed because your housekeeper told the would-be buyer to go away, without even consulting you.

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I don't know about you, but for starters I would want to have a discussion with the housekeeper as to the scope of his or her responsibilities.

The shareholders of Willamette Industries (WLL:NYSE - news - boards) are in precisely the role of that aggrieved car owner these days, due to the takeover defense mounted by the management and board of directors in the face of Weyerhaeuser's (WY:NYSE - news - boards) 12-week-old, $48-a-share hostile offer.

The 1957 Ford Thunderbird analogy is precisely that used by Willamette's CEO, Duane McDougal, in a recent interview with a Portland, Ore., newspaper. Of course, in his version, the bidder isn't offering fair value for the car. Because value is in the eye of the beholder, you would think he might consult with that car's rightful owner -- Willamette's shareholders -- at some point. Of course, that might leave him out of a job and his company unceremoniously absorbed into the larger Weyerhaeuser.

Weyerhaeuser, the Washington-based paper giant, launched its hostile bid for Pacific Northwest neighbor Willamette in the form of a bear-hug letter in early November. Weyerhaeuser quickly turned up the heat, formally launching a tender offer and concurrent proxy contest. Since then, the pace of events has stalled.

Willamette is engaging in one of the most pernicious -- but effective -- defensive tactics available to targets of hostile tender offers, the "Just Say No" defense. Named after Nancy Reagan's antidrug campaign of the 1980s, this gambit essentially involves a target's hiding behind carefully constructed legal impediments and doing nothing to create any economic alternatives for shareholders. It is like a medieval siege -- you construct the barricades and hunker down for a multiyear battle of attrition, with bankers and lawyers running up enormous fees and your own shareholders left with nothing but delay and usually dissipated value at the end.

To get away with this defense, a target needs the right legal structures in place before the raid is launched. The three most important elements are a board of directors with staggered terms, a poison pill and a domicile in a state with target-friendly corporate statutes. Willamette meets this test. Its board is classified, with each of the three classes serving a three-year term. To control the board, a bidder would have to win two proxy contests to ensure majority representation. Willamette's poison pill prevents any holder from buying more than 15% of the company's stock without prior board approval. And Oregon is Willamette's legal domicile -- an unusual choice but for Willamette's long history in Portland. Oregon's statutes are similar to Delaware's, but even more target-friendly in some important aspects.

Weyerhaeuser has extended its tender offer twice now. At the first expiration, on Jan. 5, it had received 48% of Willamette's shares. At the most recent expiration on Feb. 1, it had received 51% of the stock. You would think a majority of the shares indicating a willingness to sell the stock at $48 would count for something. You might be surprised at how little that can matter. Willamette's board -- which owns about 7% of the company -- wants to just say no. The board members have said the offer is inadequate, and the company is simply not for sale.

The board members understand they are well provisioned for a siege. Willamette's poison pill will prevent a hostile bidder from closing a tender offer and accepting the shares, even if a majority of them are tendered. The only way the poison pill could fail is if a judge invalidated it, an unlikely occurrence in general, and here made even more remote by the home field advantage Willamette will enjoy in an Oregon court against the interloper from Federal Way, Wash.

To prevail, Weyerhaeuser must gain control of the board. To do so, it needs to elect a slate of directors both this year and next year. Last year's annual meeting was held in April. Under Delaware law, the most common domicile among major U.S. public companies, a target can be compelled to hold its annual meeting no more than 13 months after its last meeting. In Oregon, the delay could be several additional months. So this year's meeting can be held as late as August, and 2002's meeting could theoretically be in November. Willamette seems to be betting it can cause Weyerhaeuser to lose patience over what could be a 22-month slog from here.

The losers in this are Willamette's shareholders. If Weyerhaeuser has the fortitude to stay the course and fight through the layers of takeover defenses, it can, with majority control of the board of Willamette, redeem the poison pill rights, allowing the $48 tender offer to close. Of course, shareholders would have received nothing incrementally for the 22 months they may be forced to wait. And if Weyerhaeuser can be driven away, Willamette shares are likely to decline form today's $47 price to the $35 level from which they came.

Don't get me wrong. There is nothing wrong with Willamette's directors arguing the company is worth more than $48 as an independent company in the long run. That may certainly be the case, and maybe the board is in possession of information not known to Weyerhaeuser or the market that would make this apparent. If the directors truly believe this, they should be willing to make that case to the shareholders -- Willamette's rightful owners -- and then allow them to decide. If the tender offer still enjoys a majority response, the board should step aside and allow Weyerhaeuser to close its tender offer, or whomever else they may find willing to pay a higher price.