-- Gannett could proceed with a public tender offer, even with the Tribune» adoption
of the poison pill.
Well, arguably, one purpose
of a poison pill is to prevent shareholders from talking to each other.
One obvious way out of the lawsuit would be for Allergan to say «come on, Pershing Square, your reading
of the poison pill is absurd, of course it doesn't mean that, why are you embarrassing yourself with this lawsuit?»
Pershing would be able to point to proof that it's allowed to talk to shareholders, despite the broad language
of the poison pill.
Allergan's pill is not unusual, and this won't be the last proxy fight that Pershing Square fights in the shadow
of a poison pill.
It does nothing now — shareholders can't actually tender into it because
of the poison pill — and if Valeant ever persuades or replaces Allergan's board, then it could just do a friendly merger and dispense with the tender offer.
The demonstration
of this poison pill in the coxsackievirus B3 could theoretically translate to other positive - sense RNA viruses, including those linked to asthma and to foot - and - mouth disease that is a major animal health concern in Europe and South America.
She doesn't want to pay for upscale frilly costumes, but really, she's too much
of a poison pill to play by the rules that others set; she'd rather set herself, and her daughter, apart.
The recent addition
of a poison pill by the Board adds further insult to stockholders who have already been insulted by a Board that ignores their pleas.
As evidence, Avigen's stock price has fallen more than 20 % since the adoption
of the poison pill.
As evidence, Avigen's stock price fell more than 20 % after the adoption
of the poison pill.
Examples of the lack of good corporate governance that are blatantly hostile to shareholders abound and include: (i) the retention of a staggered board, (ii) the adoption
of a poison pill without shareholder approval and at the extremely low trigger of 10 %, and (iii) the refusal by the Board to allow shareholders to vote on whether our offer was sufficient.
Remember INFS's adoption
of a poison pill «to help ensure... our Board of Directors is able to conduct its review of strategic alternatives without the threat of coercive takeover or control tactics that do not offer shareholders a fair premium»?
The discount is a direct result
of the poison pill adopted by ABTL in 2004.
INFS's adoption
of the poison pill is a disappointing step for management to take.
«I wasn't sure about releasing into Early Access because I thought it was a little bit
of a poisoned pill,» he explains.
The Circon case comes with a video that professors can purchase that not only features a wonderful policy discussion on the use
of the poison pill by a panel of corporate governance experts, including Judge Jack Jacobs, then Vice Chancellor of the Delaware Chancery Court, but also showcases the two main characters in the case study, the CEO and his long - time friend and fellow Circon board member, presenting their perspectives on the events that transpired.
Not exact matches
«I worry this will turn immigration itself into a
poison pill,» says Vivek Wadwha, an entrepreneur and researcher
of public policy at Stanford Law School, and an Inc. columnist.
CUPW later responded with a statement calling the condition
of binding arbitration at the end
of the 30 - day window a «
poison pill» that it would not accept.
At the time, Maple Leaf's board said it would pursue a new shareholder plan with a
poison -
pill clause that would come into effect if 20 %
of shares were sold to another investor.
«The Elliott book
of deals is probably the most instructive, and it's also one
of the most far, far reaching,» says Marty Lipton, founding partner
of the law firm Wachtell Lipton Rosen & Katz and inventor
of the
poison -
pill corporate defense strategy, who has lately faced Elliott more frequently and on more fronts than ever before.
«I'm becoming more and more
of the view that the proposals we're seeing are
poison pills,» said Dan Ujczo, an Ohio - based international trade lawyer with the firm Dickinson Wright.
Consider the
pill less
poison than a carrier
of indigestion for Gannett.
Here is the
poison pill; the most relevant bits are in Section 1.3, the definition
of «Beneficial Ownership.»
Tribune Publishing enacts a «
poison pill» contingency, which allows Tribune's shareholders to double their holdings in the event that another party (read: Gannett) acquires more than 20 percent
of the company.
The U.S. Chamber
of Commerce said on Oct. 10 that they are «
poison pill proposals» that could sabotage the talks.
Cyber enemies could use a range
of new battlefield tactics to try to cripple financial markets, from destroying the course
of banking and trade settlement transactions to using
poison pill algorithms to flood markets with bad data and fake trades in order to drive trading volatility and market collapse.
That relaxation
of restrictions itself has been controversial among a number
of Tronc investors;
poison pills often are designed to protect the interests
of all shareholders» values, and investors have complained about the chairman and vice chairman's abilities to leverage more control, at smaller benefit to other shareholders.
Now Ferro and Soon - Shiong each hold just under 25 %
of Tronc's shares, and both are prohibited from buying any more by the company's recently reformulated
poison pill.
On a more fundamental level, the negotiations remain at an impasse over a collection
of U.S. proposals dubbed «
poison pills» by U.S. Chamber President and CEO Thomas J. Donohue, including the proposed sunset clause, an extreme approach to rule
of origins for the auto and textile / apparel sectors, and measures that would undermine investment protection, government procurement, and trade in seasonal produce.
The publisher
of the Chicago Tribune, the Los Angeles Times and other papers said Monday the plan, commonly known as a «
poison pill,» would kick in if a group buys more than 20 percent
of Tribune Publishing's shares or begins a tender offer to seek a 20 percent stake from existing shareholders.
USA Today owner Gannett has boosted its takeover bid for Tribune Publishing Co. by about 22 percent one week after the owner
of the Los Angeles Times, Chicago Tribune and other newspapers adopted a «
poison pill» plan to thwart the unsolicited offer.
«
Poison pills ultimately, they just encourage further negotiation and sometimes maybe a higher price,» said Elson, director
of the Weinberg Center for Corporate Governance at the University
of Delaware.
J.C. Penney said that its «
poison pill» will be effective until Aug. 20, 2014, unless rights are redeemed or exchanged for shares
of its common stock on an earlier date.
There's some chance that we'll find out if the lawyers are right, since Dan Loeb's Third Point Capital, which owns 9.62 percent
of Sotheby's, is running a proxy fight to elect three directors and shake up management, and is the obvious target
of Sotheby's 10 - percent - trigger
poison pill, today filed a lawsuit to get rid
of that
pill.
In addition, there is the presence
of pornography in the culture at all levels, degrading women and destroying families by the millions, not to speak
of the
Pill, which both
poisons the woman and prevents new life.
The typical procedure is for the patient to take a lethal dose
of poison (by swallowing
pills, by injecting himself or by inhaling a gas, for example) that the patient has asked the physician to prescribe for that purpose.
Republicans need at least 60 votes in the Senate to pass an appropriations bill, and Democrats have made it clear that any budget that includes a «
poison pill» like defunding Planned Parenthood or paying for the wall will be met with a lot
of resistance.
The most famous case was the Minnesota Vikings» inclusion
of a now illegal «
poison pill» clause in an offer sheet given to then - Seattle Seahawks guard Steve Hutchinson.
Vicki Been, commissioner
of the city Department
of Housing Preservation and Development, recently labeled the move «a
poison pill.»
New York City's housing commissioner lambasted a proposal from Gov. Andrew Cuomo to alter the process
of allocating affordable housing bonds as a «
poison pill» and said the long - standing way
of doing things was working fine.
But each effectively had
poison pills for the opposing chambers, with the Assembly linking the two years to tax extensions — vitally needed by communities around the state — and the Senate including an increase in charters with its promise
of control.
Burning the drugs prevents the medications from entering landfills, being disposed
of by flushing the
pills down the toilet, prevents illicit and illegal use as well as reduces the risk
of accidental
poisoning of our children and elderly.
For the third time, de Blasio, who has sought long - term extensions
of his control
of city schools, is facing hostility from Senate Republicans who have attached
poison pills to the extension — namely, the raising
of the cap on charter schools in the city.
«Andrew believes that public review and consultation are important but can not become a
poison pill that prevents the opening
of new charter schools,» a source close to Cuomo told The Post.
The state Senate did its duty by New York's public - school children yesterday, passing a bill that would more than double the number
of charter schools allowed to operate statewide — without the usual
poison pills meant to strangle the wildly successful charter movement by stealth.
One legislator told Gotham Gazette with condition
of anonymity that they felt making the Legislature subject to FOIL is actually a «
poison pill,» and virtually guarantees it will not pass.
Laid out on a table next to them were four bags
of marijuana along with the
pills carefully sealed within multiple layers
of plastic and marked with a
poison symbol reading «Fentanyl.»
GOP leaders in the state's upper house introduced another proposal to re-authorize mayoral control
of the state's largest school system, offering New York City Mayor Bill de Blasio an additional three years but pairing it with a tax credit for donations to private school scholarships — a known
poison pill for Heastie and the Democratic conference he leads.
Far too many mainstream diets appear to expect you to live on starvation rations, to cut out one or more
of the major essential food groups, to
poison your body with possibly dangerous diet
pills, or to eat additive - filled meal replacements.