The rights plan had come under fire from a shareholder, Florida's Miramar Police Officers' Retirement Plan, which contended that since News had agreed in a 2006 settlement to limit poison pills
to only one year without shareholder approval, the two-year life of the current pill exceeded the settlement.
that a poison pill
may be allowed to stay in place for an extended
Australia and the Netherlands -- brought their suit last October, seeking to compel the giant media company to stand behind an earlier pledge not to extend its poison pill
provision beyond a 12-month period without express shareholder approval.
The Effect of Poison Pill
Security on Shareholder Wealth.
Last year, after the proposal won 60 per cent of shareholder votes, Delphi management adopted a plan for a committee of independent directors to review the poison pill
every three years to see if it was in the best interests of the company and its shareholders.
where a binding bylaw amendment by the Union of Needletrades, Industrial and Textile Employees to require shareholder approval of the company's poison pill
won 69% of the votes cast.
Thus, if the poison pill
is considered "other property," a B-type reorganization using stock carrying such rights will be disqualified and any gain realized will be subject to tax.
The IRS concluded the adoption of a poison pill
plan would not be regarded as a distribution of either stock or property (a dividend) or any other event giving rise to the realization of gross income.
THE PILL'S INGREDIENTS The Mechanics of the Pill The Judicial Response IV ADAPTIVE RESPONSES TO THE PILL Corporate Governance Responses Strategic Responses Activist Investors and Shareholder Rights By-Laws Anti-Takeover Statutes Modifications to Poison Pills
V WHY CANADA IS DIFFERENT Canadian Securities Regulatory Framework Structure of Canadian Capital Markets Duties of Directors in Canada Canadian Regulatory Philosophy Canadian Poison Pill
Jurisprudence Suggestions For the Future VI CONCLUSION
which was founded and is still largely controlled by media mogul Rupert Murdoch, made the promise not to tamper with the poison pill
provisions last fall, during the course of intense negotiations with shareholders to change the company's corporate domicile.
The electronics retailer said in a statement the anti-takeover defense, commonly known as a poison pill
, will end May 1, 2005.
Shareholder activists and arbitrageurs may have a powerful new weapon in their arsenals, if courts uphold the validity of shareholder proposals to amend corporate bylaws to require particular kinds of corporate action, such as the dismantling of a poison pill
By the 1990s, dissidence had grown from petty annoyances to ominous challenges: On average, poison pill
recisions were attracting better than 40 percent of the shares voted.
In response to this threat, management has considered several defensive measures and has decided to recapitalize and implement poison pill
SAN FRANCISCO -- Voce Capital Management LLC ("Voce") today announces that the poison pill
implemented by the Board of Directors of Obagi Medical Products, Inc.