Poison Pill Use Declines

Professor Brian JM Quinn, Boston College School of Law A Reuters piece cites FactSet SharkRepellent data to note that the number of shareholder rights plans in effect is at the lowest since 1990. The number of U.S. incorporated companies with a poison pill in effect hovered at 1,000 on Tuesday...

Chancery Upholds Poision Pill of Barnes & Noble; Rejects Fiduciary Claims

Yucaipa American Alliance Fund II, L.P. v Riggio , C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), read post-trial opinion here. This Delaware Court of Chancery opinion rejected breach of fiduciary duty claims and upheld the poision pill defense that Barnes & Noble implemented as part of a plan...

Will the 'Just Say No' Defense Ever Get Litigated?

I'm of the mind that the answer to that question is likely no. In his Stanford Law Review paper of a few years ago ( Professorial Bear Hug ), Vice Chancellor Strine made it clear that ... well ... it wasn't clear. Of course we professors would like a court to rule once and for all on the...

Poison Pill in Delaware Court on Tuesday

So, tomorrow Chancellor Chandler will take up the question of whether to order the Airgas board to pull its pill. Air Products, you'll remember, has been pursuing Airgas for many months now. Airgas has steadfastly said "No." In the fall Air Products elected three members to the board...