Poison Pills in 2011

Director Notes Series, Vol. 3, No. 5, 2011

12 Pages Posted: 17 May 2011  

Andrew L. Bab

Debevoise & Plimpton

Sean P. Neenan

Debevoise & Plimpton

Date Written: March 16, 2011


Having been buffeted by sustained attacks from activists and proxy voting advisers in past years, the shareholder rights agreement is no longer 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 these new trends and provides guidance to boards considering whether to adopt a pill and how to formulate its terms.

Keywords: poison pill, shareholder activism, merger & acquisitions, proxy voting

JEL Classification: G34

Suggested Citation

Bab, Andrew L. and Neenan, Sean P., Poison Pills in 2011 (March 16, 2011). Director Notes Series, Vol. 3, No. 5, 2011. Available at SSRN: https://ssrn.com/abstract=1843474

Andrew L. Bab (Contact Author)

Debevoise & Plimpton ( email )

919 Third Avenue
New York, NY 10022-3907
United States

Sean P. Neenan

Debevoise & Plimpton ( email )

555 13th St. N.W.
Washington, DC 20004
United States

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