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A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.. In the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s to prevent takeover bids by limiting a shareholder's right to negotiate a price for the sale of shares directly.
Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995) is the leading case on a board of directors' ability to use defensive measures, such as poison pills or buybacks, to prevent a hostile takeover.
Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985) is a decision of the Delaware Supreme Court that upheld a shareholder rights plan (also known as a "poison pill") as a legitimate exercise of business judgment by Household International's board of directors. [1]
When Barnes & Noble (BKS) enacted a poison pill measure that effectively prevented outside investors from amassing 20% or more of total company shares, it kicked off a long, acrimonious proxy ...
Plano, Texas-based J.C. Penney announced what it's calling a "short-term stockholder rights" plan Thursday. The plan, which is of the sort commonly referred to as a "poison pill," aims to put the ...
Corporate personhood, ... 1989), aff'd, 571 A.2d 1140 (Del. 1989), is a U.S. corporate law case from Delaware, ... and a poison pill plan with a 15% trigger. However ...
NEW YORK--(BUSINESS WIRE)-- Third Point is disappointed that Sotheby's (NYS: BID) Board of Directors has trotted out the poison pill - a relic from the 1980's - as its disproportionate response to ...
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), [1] was a landmark decision of the Delaware Supreme Court on hostile takeovers. The Court declared that, in certain limited circumstances indicating that the "sale" or "break-up" of the company is inevitable, the fiduciary obligation of the directors of a target corporation are narrowed significantly, the singular ...