The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Poison Pill
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
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
Japanese courts strike down a poison pill devised and implemented by the board of directors alone- Background- In many jurisdictions, poison pills are devised and implemented by the board of directors without shareholders...more
Twitter adopted a poison pill (i.e., a shareholder rights plan), that included a preferred stock purchase right, a flip-in right, and flip-over right, on April 15, 2022, a day after an investor offered to buy its remaining...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
The Delaware Court of Chancery, in The Williams Companies Stockholder Litigation, 2021 WL 754593 (Del. Ch. Feb. 26, 2021), struck down a shareholder rights plan (commonly known as a “poison pill”) adopted by The Williams...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
The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years. The collapse in public company equity values during the inception of the COVID-19...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
Since the release of our recent article “Poison Pills, NOL Poison Pills and the COVID-19 Pandemic” in midApril, we continue to see a surge in the number of companies implementing poison pills (also referred to as shareholder...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 fourth 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 second 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 defensive measure used by a public...more
REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan. Key Points: ..Unprecedented market volatility and investor uncertainty due to the coronavirus...more
As we reported in COVID-19: Revisiting Shareholder Rights Plans, the turmoil in U.S. equity markets created by the COVID-19 pandemic has resulted in many companies facing depressed stock prices, leaving them vulnerable to...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
The novel coronavirus (COVID-19) pandemic has caused significant volatility in stock prices, resulting in severe disparities between stock prices and many corporations’ view of the intrinsic value of their business. This has,...more
Boards may want to consider adopting or placing “on the shelf” a shareholder rights plan (or “poison pill”) to address the recent collapse in equity values and resulting vulnerability. Because of the current unprecedented...more
Market volatility arising from the COVID-19 pandemic may lead to increased hostile takeover activity and shareholder activism as some companies experience market valuations that they believe are not reflective of their...more
The turmoil in US equity markets created by the COVID-19 pandemic has resulted in many companies facing depressed stock prices, leaving them vulnerable to unsolicited acquisition proposals or activist activity, which has led...more
Tailored considerations for boards of directors and management in the current environment. Key Points: ..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more