The Return of the Poison Pill -- Lessons Learned from the Selectica and Barnes & Noble Cases


In 2010, Delaware courts upheld the use of poison pills brandishing new technologies, where control was at stake, and where it wasn’t. With recent validation from Delaware courts that

directors will receive the protection of the business judgment rule if it can be demonstrated that a poison pill was reasonable in relation to the threat posed, and with stock prices stagnant below highs reached in the prior decade, this previously defanged shark repellent may be growing new teeth. In 2011, poison pills are poised to regain their position as a key defensive measure to

protect tax assets and against corporate raiders.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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