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Defense against a takeover of a company
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover
Shareholder_rights_plan
Pre-emption right Proxy fight Post-merger integration Sell side Shareholder rights plan Special-purpose entity Special situation Squeeze-out Staggered
Lists of corporate mergers and acquisitions
Lists_of_corporate_mergers_and_acquisitions
Shareholder using equity to pressure management
Shareholder activism is a form of activism in which shareholders use equity stakes in a corporation to put pressure on its management. A fairly small stake
Shareholder_activism
1985) is a decision of the Delaware Supreme Court that upheld a shareholder rights plan (also known as a "poison pill") as a legitimate exercise of business
Moran v. Household International, Inc.
Moran_v._Household_International,_Inc.
American diversified financial services company
Pre-emption right Proxy fight Post-merger integration Sell side Shareholder rights plan Special-purpose entity Special situation Squeeze-out Staggered
J.G._Wentworth
Acquisition of a company using a significant proportion of borrowed money
bankruptcy trustees from recovering settlement payments to the bought-out shareholders. In 2009, the U.S. Court of Appeals for the Sixth Circuit held that such
Leveraged_buyout
American law firm
invented the so-called "poison pill defense" during the 1980s, a shareholders' rights plan designed to foil hostile takeovers. Acting for both sides of mergers
Wachtell, Lipton, Rosen & Katz
Wachtell,_Lipton,_Rosen_&_Katz
American private equity firm
a shareholder rights plan, colloquially known as a "poison pill", in order to ward off the purchase attempt. The specific shareholder rights plan adopted
Alden_Global_Capital
Exchange of equity-based assets
period to avoid a sudden drop in share price. This is a form of a shareholder rights plan or poison pill strategy that is used to combat hostile takeovers
Stock_swap
Association or collection of individuals
takeover, courts allowed boards to institute "poison pills" or "shareholder rights plans", which allowed directors to veto any bid – and probably get a
Company
Canadian forestry company
billionaire had plans to merge the company with Canfor, of which he owns 51%. In response, West Fraser adopted a shareholder rights plan or "poison pill"
West_Fraser_Timber
Type of stock senior to common stock
be preferred stock. Voting rights are limited, but if dividends are not fully paid, shareholders obtain full voting rights. Drinkard, T., A Primer On
Preferred_stock
Form of corporate equity ownership
Pre-emption rights and shareholder rights plans regulate the terms under which new shareholders can affect the interests of existing ones. Shareholders have
Common_stock
Aspect of finance
unsecured. Redeemable preferred stock equity, with warrants or conversion rights, is also a type of mezzanine financing. Mezzanine capital is often a more
Mezzanine_capital
American information technology corporation
instituted a shareholder rights plan to fend off Xerox's pursuit of a hostile takeover. Four days later, HP announced that, if shareholders rejected the
HP_Inc.
Type of bond
rights of existing shareholders only happens on eventual conversion of the bond. However convertible preference shares typically carry voting rights when
Convertible_bond
Topics referred to by the same term
an addition to a legislative bill that renders it ineffective Shareholder rights plan, also called a poison pill: in corporate law, a subclass of anti-takeover
Poison_pill
American businessman and financier (born 1936)
Graphics, increasing to 14% in July. Mentor's retaliation with a shareholder rights plan failed to deter Icahn who, in February 2011, made an unsuccessful
Carl_Icahn
Stock in an unlisted private company
companies converted from partnerships into corporations with more shareholder rights and the inclusion in stock indices and mutual fund portfolios. But
Private_equity
Chinese private equity firm
a shareholders rights plan that would make it easier for Centrium to become a controlling shareholder. However it was opposed by other shareholders and
Centurium_Capital
Instrument of indebtedness
while covenants are the clauses of such an agreement. Covenants specify the rights of bondholders and the duties of issuers, such as actions that the issuer
Bond_(finance)
Analysis of company ownership structure
abbreviated, is a ledger that tracks the equity ownership of a company's shareholders: that is, how its capitalization is composed. However, the term can refer
Capitalization_table
American lawyer
Companies Act 2006 of Great Britain. In 1982, Lipton created the Shareholder rights plan or poison pill, which has been described by Ronald Gilson of the
Martin_Lipton
Term used in business finance
issuance/repurchase, asset sales, or other catalyst-oriented situations. Further, a shareholders conflict is also considered a special situation. Seeking for and investing
Special_situation
escape. Mergers and acquisitions Takeover Industrial organization Shareholder rights plan Lobster Trap Definition: investopedia.com. Law of Business Formation
Lobster_trap_(finance)
plans (such as the shareholder rights plan or "poison pill"). The Court held that such plans do not necessarily violate the principle of shareholder equality
SCOJ_2007_No._30
Purchase of a company by another company
Pac-Man defense Poison pill (shareholder rights plan) Flip-in Flip-over Jonestown defense Pension parachute People pill Voting plans Safe harbor Scorched-earth
Takeover
In finance, a type of leveraged recapitalization
is a type of leveraged recapitalization in which a payment is made to shareholders. As opposed to a typical dividend which is paid regularly from the company's
Dividend_recapitalization
American infrastructure services corporation
further acquisition efforts. The following month, Quanta adopted a shareholder rights plan—a "poison pill"—to prevent UtiliCorp from increasing its ownership
Quanta_Services
Type of hybrid security
Pre-emption right Proxy fight Post-merger integration Sell side Shareholder rights plan Special-purpose entity Special situation Squeeze-out Staggered
Exchangeable_bond
Canadian telecommunications company
annual and special meeting, the shareholders approved to ratify the adoption of the company's shareholder rights plan and to approve the unallocated options
Optiva
Private equity investment firm
Pre-emption right Proxy fight Post-merger integration Sell side Shareholder rights plan Special-purpose entity Special situation Squeeze-out Staggered
Financial_sponsor
one's powder dry No-win situation Pyrrhic victory Saber noise Shareholder rights plan Shooting the messenger Smoking gun Texas sharpshooter fallacy War
List of English-language metaphors
List_of_English-language_metaphors
Listed private equity (LPE)
either: A private equity firm (the management company), which provides shareholders an opportunity to gain exposure to the management fees and carried interest
Publicly traded private equity
Publicly_traded_private_equity
Defunct oncology company
Business Wire. 10 January 2016. "ARIAD Announces Termination of Shareholder Rights Plan -". Business Wire. 11 January 2016. "2016 Winners by rank". Deloitte
ARIAD_Pharmaceuticals
With Marathon; MERGER PLANNED BY AMERICAN CAN". The New York Times. 18 October 1957. "MONSANTO PLANS LION OIL MERGER; Shareholders to Act Sept. 23 on Proposal
List of largest mergers and acquisitions
List_of_largest_mergers_and_acquisitions
American businessman (born 1950)
proposal." Two weeks later Cluett announced that it had adopted a shareholder rights plan to prevent takeovers financed by the company's borrowing capacity
Paul_Bilzerian
American document management corporation
value exchange” based on “overstated synergies”, and instituted a shareholder rights plan and other measures designed to quell the bid, which the company
Xerox
20 per share. In response, Twitter's board adopted a "poison pill" shareholder rights plan to make it more expensive for any single investor to own more than
Business_career_of_Elon_Musk
Operation of corporations in Canada
Vineberg. 14 March 2013. "The Competing Visions of the CSA and AMF on Shareholder Rights Plans and Take-over Bid Defensive Tactics". Davis LLP. 22 April 2013
Canadian_corporate_law
Different types of shares in company stock
the shareholders affected. The safest course is to pass a resolution to which all the shareholders consent because, in practice, changing the rights on
Share_class
General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession
United_States_corporate_law
Pre-emption right Proxy fight Post-merger integration Sell side Shareholder rights plan Special-purpose entity Special situation Squeeze-out Staggered
Early history of private equity
Early_history_of_private_equity
American hotel, resort, entertainment, and media company
for conference and convention business. The company adopted a shareholder rights plan as a "poison pill" in 2008. TRT got two seats on the Gaylord board
Ryman_Hospitality_Properties
Action by corporate shareholders against management
Shareholder rebellion occurs when the owners of a corporation work to throw out management or oppose their decisions. Shareholder rebellion may occur
Shareholder_rebellion
American media company
million. To ward this off, the board of Lee Enterprises enacted a shareholder rights plan, colloquially known as a "poison pill", that forbade Alden to buy
Lee_Enterprises
International auction house
off the threat Sotheby's initiated a "poison pill" shareholder rights plan barring any shareholder from acquiring more than 10% of its stock. By April
Sotheby's
American businessman (born 1952)
the shareholders' rights plan. B&N Chairman Len Riggio, with 27.8% ownership of the bookseller's common stock, is Barnes & Noble's largest shareholder. Burkle
Ronald_Burkle
Pre-emption right Proxy fight Post-merger integration Sell side Shareholder rights plan Special-purpose entity Special situation Squeeze-out Staggered
Tobacco_bond
System giving employees stake in a company's ownership
shares to employees and ensuring they remain majority shareholders). Employee Share Ownership Plans (ESOPs) became widespread for a short period in the
Employee_stock_ownership
American media company
family, since it holds 93% of the company's voting rights. Scripps adopted a shareholder rights plan after Sinclair made an unsolicited cash-and-stock
E._W._Scripps_Company
establishing a special purpose entity and giving the investors partial rights to the outcomes of the R&D projects that they are funding. Innovation is
SWORD-financing
Canadian mineral exploration and development company
Mines is not interested in selling out. Ivanhoe has implemented a shareholder rights plan aimed at preventing a creeping takeover. Though Ivanhoe still needs
Turquoise_Hill_Resources
factoring transaction means a transfer of structured settlement payment rights (including portions of structured settlement payments) made for consideration
Structured settlement factoring transaction
Structured_settlement_factoring_transaction
when a company charters preferred stock with superior voting rights to common shareholders. If an unfriendly bidder acquired a substantial quantity of
Voting_plan
Clauses in corporate law
Tag-along rights (TARs) comprise a group of clauses in a contract which together have the effect of allowing the minority shareholder(s) in a corporation
Tag-along_right
Temporary rescission of corporate personhood
is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. Usually a corporation is treated
Piercing_the_corporate_veil
Hong Kong investment firm
$4 billion to investors. The plan was for Kyocera to sell its $8.3 billion stake in KDDI and to give half the proceeds to shareholders. In February 2017, Oasis
Oasis_Management
Real estate investment company in Virginia, USA
"Arlington Asset Investment Corp. Announces Shareholder Rights Plan and Reports Results of Annual Shareholders' Meeting" (Press release). PR Newswire. June
Arlington_Asset_Investment
Cleveland wealth management firm
the board could then engage in good faith with Paramount to maximize shareholder value, paving the way for WBD to secure an even higher offer. "If the
Ancora_Holdings_Group
The notable rights for shareholders are as follows the right to vote, with one share one vote. Preferential shares without voting rights can, however
German_company_law
Organization engaged in commerce or industry
certain other ongoing obligations. The relationships and legal rights of shareholders, limited partners, or members are governed partly by the charter
Business
Dividend of subscription rights to buy additional securities in a company
of rights vs. trading price of the subscription rights The effect of rights on the value of the current share The effect of rights to shareholders of
Rights_issue
International court cases
shareholders v. Russia are several international court and arbitral cases seeking compensation from the government of Russia. The former shareholders
Yukos_shareholders_v._Russia
Business entity owned by shareholders
sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares (certificates of ownership). Shareholders are able
Joint-stock_company
Body of law that governs businesses
accountability. British law is "shareholder-friendly" in that shareholders, to the exclusion of employees, typically exercise sole voting rights in the general meeting
Corporate_law
Investment company incorporated in Netherlands
shares (with no voting rights) on the Borsa Italiana in 1968. Over the following decades, while remaining the largest shareholder in FIAT, IFI gained holdings
Exor_(company)
Fundamental rights belonging to all humans
Human rights are moral principles or norms that establish standards of human behavior and are often protected by both national and international laws.
Human_rights
London-based hedge fund management firm
discretionary basis. TCI has a reputation for aggressive shareholder activism. TCI has been a major shareholder of the German stock exchange Deutsche Börse where
The Children's Investment Fund Management
The_Children's_Investment_Fund_Management
Software company
Selectica's board amended its shareholder rights plan to adopt a "poison pill" with an unusually low trigger threshold: if any shareholder acquired more than 4
Versata
American pharmaceutical company
adopted a "poison pill" shareholder rights plan that led Glaxo to back off. Shareholders sued the HGS board for adopting the plan. On July 16, 2012, HGS
Human_Genome_Sciences
exist: Sharesave Share Incentive Plan Company Share Option Plan Enterprise Management Incentives (EMIs) Employee shareholder shares Employee stock ownership
Employee share schemes in the United Kingdom
Employee_share_schemes_in_the_United_Kingdom
American multinational hospitality company
the naming rights to the Fertitta Center at the University of Houston. It purchased the Hard Rock Hotel & Casino Lake Tahoe in 2023, with plans to rebrand
Fertitta_Entertainment
Potential business transaction
governance rights and representation on the board of directors; the Ellison family and RedBird Capital Partners would remain the sole class A shareholders and
Proposed acquisition of Warner Bros. Discovery by Paramount Skydance
Proposed_acquisition_of_Warner_Bros._Discovery_by_Paramount_Skydance
American nonprofit organization
energy, environmental health, waste, and human rights. Most of As You Sow's Programs include shareholder advocacy to pressure companies to adopt its desired
As_You_Sow
Non-profit organization that owns the NFL's Green Bay Packers
received by shareholders include voting to approve board members and executive committee members, being allowed to attend the annual shareholder meeting at
Green_Bay_Packers,_Inc.
Law that regulates corporations formed under the Companies Act 2006
corporate finance. Corporate governance in the UK mediates the rights and duties among shareholders, employees, creditors and directors. Since the board of directors
British_company_law
American activist investment firm
was founded in 2001 by Barry Rosenstein. JANA engages in traditional shareholder activism and socially responsible investing. In the 1980s Barry Rosenstein
Jana_Partners
Corporate law term
Say on pay is a term used for a role in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives. In the United
Say_on_pay
American mass media company
supported his father in the proposal, James Murdoch opposed it, as did many shareholders. On January 24, 2023, the proposed merger was abandoned by Murdoch. In
Fox_Corporation
U.S. Securities and Exchange Commission form
requirements unregistered equity sales (private placements) modifications to shareholder rights change in accountants determinations that previously issued financial
Form_8-K
American global financial investment management and insurance company
2021. Retrieved March 21, 2021. "Principal Financial Group Announces Shareholder Value Initiatives". www.businesswire.com. February 22, 2021. Retrieved
Principal_Financial_Group
Activist investor hedge fund based in New York
at the time, making it the largest shareholder. However, in January 2023, Trian stated it would drop these plans as Wendy's announced a corporate redesign
Trian_Partners
Supporter organisation and majority shareholder of Heart of Midlothian F.C.
transferred its stake on 30 August 2021. FoH holds 75.5 per cent of the shareholder voting rights. Its economic interest fell to 53.6 per cent when Tony Bloom bought
Foundation_of_Hearts
American media company, spin-off from Comcast
operator Free TV Networks. Versant shares were distributed to Comcast shareholders, with Brian L. Roberts continuing to hold a 33% voting share. On October
Versant
Chinese live streaming service
immediately before the announcement. The 2025–2027 Dividend Plan was introduced to enhance shareholder returns and optimize HUYA's capital structure. In addition
Huya_Live
Human right to own property
Political Rights or in the 1966 International Covenant on Economic, Social and Cultural Rights. The 1950 European Convention on Human Rights acknowledges
Right_to_property
Canadian advocate
J Robert Verdun is a Canadian activist shareholder-rights advocate, an author and a former editor of a weekly paper. He was also a defendant in an important
J_Robert_Verdun
American activist (1932–2004)
July 29, 2004) was an American activist for the causes of civil rights, abortion rights and birth control, and the first wife of investor Warren Buffett
Susan_Buffett
Italian luxury fashion house specializing in outerwear
Eurazeo, a French shareholder, invested in the Moncler group in 2011, in order to take 45% of the shares and 50% of the voting rights before selling the
Moncler
Global supplier of glass and chemical products
meeting of AkzoNobel shareholders to discuss Burgmans' continued tenure as chairman. Later in the same month Akzo outlined its plan to separate its chemicals
PPG_Industries
Dutch entrepreneur and investor
investors in the pre-VOC trading companies and one of the largest individual shareholders in the Dutch East India Company (VOC). Following his forced resignation
Isaac_Le_Maire
American investor and hedge fund manager (born 1968)
a shareholder vote prior to issuing preferred shares with a larger shareholder proposal "impermissibly bundles 'separate matters' for shareholder consideration"
David Einhorn (hedge fund manager)
David_Einhorn_(hedge_fund_manager)
German holding company
Porsche AG) and currently is the major shareholder in Volkswagen AG (31.3%) and holds the majority voting rights (53.1%). At the same time, the new Dr
Porsche_SE
International music company
BMG Rights Management GmbH (also known simply as BMG) is a German-American music company, with its corporate headquarters based in Nashville, Tennessee
BMG_Rights_Management
Mechanisms, processes and relations by which corporations are controlled and operated
OECD reports. Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise
Corporate_governance
Chinese sovereign fund
of Directors and Board of Supervisors. Central Huijin's principal shareholder rights are exercised on behalf of the State Council. Central Huijin is an
Central_Huijin_Investment
Cypriot financial services company
Kontominas, and the remaining equity was dispersed among three other shareholders. With four branches in New York, including the Astoria, Queens area where
Bank_of_Cyprus
Grand Model (or "Grand Modell" as it was spelled at the time) was a utopian plan for the Province of Carolina, founded in 1670 (356 years ago) (1670). It
Grand Model for the Province of Carolina
Grand_Model_for_the_Province_of_Carolina
Part of European Union law
rights to vote for who is on the board of directors for investors of labour and capital. The Shareholder Rights Directive 2007 requires shareholders be
European_company_law
travel, tourism, insurance
SHAREHOLDER RIGHTS-PLAN
SHAREHOLDER RIGHTS-PLAN
SHAREHOLDER RIGHTS-PLAN
SHAREHOLDER RIGHTS-PLAN
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SHAREHOLDER RIGHTS-PLAN
SHAREHOLDER RIGHTS-PLAN
SHAREHOLDER RIGHTS-PLAN
SHAREHOLDER RIGHTS-PLAN
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