Poison Pills

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The following Canadian M&A Perspectives blog post by Max Thelonious Rogan

Poison Pill 101: Shareholder Approved and Tactical Pills

One of the key questions in connection with the decision to adopt a poison pill, or shareholder rights plan, is whether the rights plan should be “shareholder-approved” or “tactical”. A shareholder approved plan is implemented for an extended period of time to serve as general protection against future unsolicited bids. A tactical plan, on the other hand, is adopted in response to a particular bid (or threat of a bid). Historically tactical plans typically had a term of less than six months and would not be submitted to shareholders for approval, though there have been recent instances in which issuers have sought shareholder approval for tactical pills with extended terms. Each type of pill has its advantages and disadvantages, the most significant of which are outlined below. Read more.

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