Litigation developments: fundamental shareholder rights.
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Since 2005, Japanese courts have reviewed the legality of many poison pills and whether they can withstand the shareholder equality principle. Among those cases, of particular interest have been (a) how courts evaluate...more
In a recent post-trial decision the Delaware Court of Chancery upheld a stockholder challenge to a “poison pill” rights plan adopted by The Williams Companies’ board of directors, declaring the plan unenforceable and issuing...more
The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more
On Feb. 26, 2021, the Delaware Court of Chancery ruled that the board of directors of The Williams Companies breached its fiduciary duties by adopting a stockholder rights plan, otherwise known as a poison pill, because the...more
On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill” — with a 5% trigger that The Williams Companies, Inc....more
Shareholder rights plans, commonly known as “poison pills,” are arrangements that can be used by companies to stave off hostile takeovers or activist investors seeking to exert control over a company without paying a control...more
The sixth of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The fifth of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The third of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles,[1] a shareholder rights plan is a protective measure used by a public...more
The first of a six-part series examining six specific and evolving rights plan provisions. An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more
Last week, Papa John’s announced that its board of directors voted to prevent the company’s founder and majority owner, John Schnatter, from taking control. The board implemented what is known as a shareholder rights plan or...more
This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more
Shareholder rights plans were developed more than 30 years ago to fend off opportunistic hostile offers and other abusive takeover transactions. Rights plans deter unauthorized stock accumulations by imposing substantial...more
The Delaware Court of Chancery on May 2 rejected a request by Third Point to enjoin Sotheby’s annual stockholder meeting, scheduled for May 6, because of a “poison pill” stockholder rights plan adopted by Sotheby’s board....more