It has been 13 days since Anheuser-Busch Cos. acknowledged receiving an unsolicited takeover proposal from Belgian brewer InBev. Since then, it's been mostly silence from One Busch Place.

Anheuser-Busch's board of directors, which met Friday, still is considering the proposal. But how long can the board wait before staking out a public position?

Experts say the 13-member board is not legally required to respond within a certain time frame, because InBev approached Anheuser-Busch with a nonbinding letter of interest.

"Nothing's been formally presented to them that puts their backs up against the wall," said David Stone, a mergers and acquisitions expert with the Neal, Gerber & Eisenberg law firm.

But in practical terms, Anheuser-Busch's board is still limited by what one commentator called "the elephant in the room" — the possibility that InBev could turn hostile, going over the board's head and soliciting shareholders directly. If InBev made a public offer to buy shares directly from shareholders, the directors would have 10 business days to recommend, disapprove or take no position on the deal, Stone said.

The longer Anheuser-Busch waits, the more likely a hostile route becomes, said B. Craig Hutson, senior bond analyst at Gimme Credit.

"InBev wants to hear something back from (A-B)," he said. If Anheuser-Busch "goes down this path showing no interest in engaging with InBev's management … the next logical step is for InBev to take this directly to shareholders."

On June 11, InBev said the deal could be completed "promptly" but declined to say what it considered expeditious.

In an e-mail to employees and wholesalers, Chief Executive August A. Busch IV said the review process for an unsolicited proposal "often takes several months or, in some cases, longer, due to necessary corporate governance, legal and regulatory steps that must be followed."

Since then, one of Anheuser-Busch's few public comments was a terse June 16 letter from Busch, responding to a warning letter from InBev CEO Carlos Brito. Brito indicated that Anheuser-Busch's rumored effort to combine with Mexican brewer Grupo Modelo could threaten InBev's offer price for the St. Louis-based brewer.

Busch said Anheuser-Busch's board was "evaluating your proposal carefully and in the context of all relevant factors, including Anheuser-Busch's long-term strategic plan."

A determination would come "in due course," Busch wrote.

"There's no legal requirement that (Anheuser-Busch directors) need to respond in a certain amount of time," said Warren Chen, managing director of mergers and acquisitions research at Glass Lewis, a corporate governance advisory firm. "It benefits shareholders for the board to look at all relevant information before making a response."

How long Anheuser-Busch's board should take before it responds depends on its strategy, said Stone — a side deal with another brewer, changing its capital structure or some other maneuver.

"If I'm advising the Anheuser-Busch board … I'm going to take my time," Stone said. "I would not want to box myself in."

With InBev's overture in limbo, shareholders may be inclined to give the company's incumbent board time to consider its options, said Beth Young, senior research associate with the Corporate Library.

But if shareholders get the sense that the board wants Anheuser-Busch to stay independent for the sake of independence — aside from economic reality — "that's where you're more likely to see shareholders get angry," Young said.

Recent mergers and acquisitions offer examples of quick responses and drawn-out battles.

When News Corp. bid for Dow Jones & Co. — publisher of The Wall Street Journal — the controlling Bancroft family rejected the offer almost immediately before eventually capitulating.

It took Yahoo 10 days to respond to Microsoft's offer; the deal dragged on for months before Microsoft abandoned its takeover attempt last month.

Anheuser-Busch has to be careful about what it says, experts said. The board would not want to be held legally liable if its public comments depressed or inflated the company's stock or scuttled the deal.

Lawsuits by shareholders already have started flying in state courts — in support of and against the deal.

Engaging in public negotiations over a purchase price could signal that the company is officially up for sale, which under Delaware case law could trigger so-called "Revlon ­duties" — the requirement to seek the highest price, regardless of other merits of the deal.

But if those concerns cause Anheuser-Busch to clam up, rumor and innuendo will fill the void, said Michael W. Robinson, a senior vice president at Levick Strategic Communications.

"The pressure is on to move as quickly as you can," he said. "Right now, InBev has defined the agenda."

jmcwilliams@post-dispatch.com

314-340-8372