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Poison Pill
B. A corporation's defense against an unwanted takeover bid.
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Legal Definition -
A corporation's defense against an unwanted takeover bid whereby
shareholders are granted the right to acquire equity or debt securities at a
favorable price in order to increase the bidder's costs.
Black's
Law Dictionary® Eighth Edition © 2004
Current
Usage -
Roche
is unlikely to succeed in invalidating Ventana's poison
pill, and will probably try other measures to proceed with its hostile
bid to buy the diagnostics company, according to M&A experts. The drug giant
yesterday extended its takeover offer to 17 January from 1 November. Meanwhile,
a "boilerplate lawsuit" is pending in Delaware court - a district that
has not forced a company to lift a poison
pill since at least the late-1980s, according to William Lawlor, a
partner at law firm Dechert, which is not involved in the case. "These
types of cases are very familiar - they're typically instituted by any hostile
bidder," he said. "The bottom line is that I don't think they'll get a
pill redemption." In addition, Ventana's poison pill expires in March, two
months ahead of its annual meeting - another reason why a court would be
"reluctant" to force a redemption, he noted. Yet Lawlor suggested that
Roche might file an injunction to block Ventana from extending its poison
pill.
Financial
Times, Beth Herskovits, November 7, 2007