Preventing control from the grave: a proposal for judicial treatment of dead hand provisions in poison pills

Article Abstract:

Continuing directors provisions used to fend off hostile tender offers are attempts to usurp shareholders' rights and entrench existing management, and courts faced with such provisions should rule them invalid. Continuing directors provisions are a form of poison pill that by their terms cannot be removed by incoming boards of directors. These provisions violate the test set forth in Unocal Corp. v. Mesa Petroleum Co. because the risk that incumbent directors would be voted out is not an adequate threat and because the provision is an unreasonable respond to this threat.

states

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Shareholder by-law amendments and the poison pill: the market for corporate control and economic efficiency

Article Abstract:

Shareholders are more often approving by-law amendments that control the adoption and redemption of poison pills by corporate boards of directors. Poison pills are anti-hostile takeover devices over which the boards have traditionally had complete control. Shareholders, as a continuation of their historic tension with boards, now assert control over the use of poison pills. Analysis of the relevant Delaware statutes and economic efficiency shows these amendments are a permissible part of shareholder by-laws.

United States, Delaware

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Corporate law through an antitrust lens

Article Abstract:

Antitrust law provides a better framework than corporate law for analyzing issues at the boundary between firms and markets. Such issues arise when shareholders are also competitors. For example, antitrust analysis calls into question the practice of joint bargaining by shareholders targeted by tender offers. Other issues illuminated by antitrust analysis include stakeholder coalitions and state antitakeover statutes.

Interpretation and construction, Antitrust law, Corporation law

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