Dean of takeover lawyers Martin Lipton weighs in on the recent Airgas poison pill decision:
The Chancellor could not have been clearer that “the power to defeat an inadequate hostile tender offer ultimately lies with the board of directors.” And it is up to directors, not raiders or short-term speculators, to decide whether a company should be sold: “a board cannot be forced into Revlon mode any time a hostile bidder makes a tender offer that is at a premium to market value.” The Chancellor concluded: “in order to have any effectiveness, pills do not—and can not—have a set expiration date.” The poison pill lives.
