plans are one of the most effective takeover defenses, despite the decrease in
use over the past decade. This article focuses on ten key issues that any board
should consider when making a decision relating to a rights plan.
The authors write: While rights plans, or "poison
Don't like the Airgas decision? Maybe you're with
Chancellor Chandler in thinking that Interco wasn't all that bad - that
fully-informed stockholders should have the right to decide whether or not to
accept an offer. That's not the present law. But argues Prof. Bebchuk argues in today's...
On March 3, 2011, the Delaware Supreme Court issued
a one-page decision affirming Vice Chancellor Strine's decision in Yucaipa
American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug.
12, 2010), dismissing claims of breach of fiduciary duties and finding that
Barnes & Noble...
this edition of LexisNexis Corporate and Commercial Insights, Francis G.X.
Pileggi of Fox Rothschild LLP discusses recent Delaware court cases upholding
"poison pills" or shareholders' rights plans in hostile takeover cases.
(Please visit the site to view this video)
A recent report by GovernanceMetrics International
Research Associate Beth Young on the Airgas poison pill decision expounds upon
a point we made in our Director Notes report, Poison Pills in 2011 , in that the small and
mid-cap companies are relying on classified boards and poison pills much more...
by R. Samuel Snider, Erik L. Belenky and
Brooke E. Russ
Air Products' takeover bid for
Airgas was one of the most public and protracted contests for corporate control
in the history of Delaware jurisprudence. Airgas board's refusal to redeem a
poison pill. The case highlights one of the fundamental...
It seems Canadians are starting to rethink their approach
to the shareholder rights plan. The
Globe and Mail report on a paper published by former Ontario
Securities Commission chief Edward Waitzer (now at Osgoode Hall Law School) and his
colleague at Strikeman Elliot, Sean Vanderpol. They think...
Carlos Slim's America Movil has threatened to withdraw from its offer to purchase the 70% of the Dutch mobile carrier, Royal KPN NV, that it doesn't already own. America Movil's change of heart came after Royal KPN deployed it's poison pill to defend against the unwanted offer.