Chancery Court Strikes Down Anti-Activist Poison Pill as Unreasonably Broad
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 a mandatory injunction against its continued operation.
March 10, 2021 at 09:00 AM
7 minute read
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 a mandatory injunction against its continued operation. See The Williams Companies Stockholder Litigation, C.A. 2020-0707-KSJM (Del. Ch. Feb.26, 2021). Following the Delaware Supreme Court's 1985 decision in Moran v. Household International upholding a poison pill as a valid anti-takeover device provided it satisfies the Unocal intermediate review standard, public companies have employed this defensive measure successfully, not only to address takeover threats but also to protect valuable net operating loss assets and to respond to certain stockholder activism. In Williams, however, the court found that the defendants had failed to establish that particular unprecedented terms of the plan constituted a reasonable, proportionate response to the activist threat perceived by the board.
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