Delaware Supreme Court Refused to Swallow The Williams Companies’ Poison Pill

In The Williams Companies, Inc. v. Wolosky, the Delaware Supreme Court affirmed the Delaware Chancery Court’s ruling, in favor of stockholders, that the board of The Williams Companies failed to demonstrate that its adoption of a so-called “poison pill” was a reasonable response to a specific stockholder activist threat. The Williams Companies board adopted the disputed shareholder rights plan at the outset of the COVID-19 pandemic in response to volatile energy prices and uncertainties caused by the pandemic. The unprecedented plan included extreme features, including a 5% trigger and a broad “acting in concert” provision. Check out this article discussing the Delaware Chancery Court’s opinion.

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