So where are we now?
The Airgas excerpt below summarizes the state of Delaware law. A board can maintain a poison pill for the mere reason that it believes the offer price to be inadequate. If the board is staggered by the charter (as opposed to the bylaws), the board can thus resist a hostile bid for at least one full year. This makes a Delaware corporation effectively “takeover-proof.”
Many see this as an undesirable state of affairs. One of them is Harvard Law School professor Lucian Bebchuk. Through his Shareholder Rights Project (a law school clinic), he is pursuing a campaign to “de-stagger” the boards of US corporations. This campaign has been phenomenally successful, as Bebchuk describes in his two memos below. The remaining item is one of many critiques by Martin Lipton of Wachtell Lipton, perhaps Bebchuk’s most vocal opponent.
As you read these materials, you should ponder the following questions:
Edit playlist item notes below to have a mix of public & private notes, or:MAKE ALL NOTES PUBLIC (4/4 playlist item notes are public) MAKE ALL NOTES PRIVATE (0/4 playlist item notes are private)
October 27, 2013
This is the old version of the H2O platform and is now read-only. This means you can view content but cannot create content. If you would like access to the new version of the H2O platform and have not already been contacted by a member of our team, please contact us at email@example.com. Thank you.