The Current State of the Poison Pill

July/August 2011
Deal Lawyers
Having been buffeted by sustained attacks by activists and proxy-voting advisors over the past years, the shareholder rights agreement is no longers as prevalent as it once was, a phenomenon that has been documented by many corporate governance observers like The Conference Board. However, the most recent case law confirms the validity of poison pills that are properly structured, adopted, and administered. This report discusses that recent case law and new trends and issues, all of which should help inform boards considering whether to adopt a pill and how to formulate its terms.