Defending Against Hostile Takeovers | Practical Law
A Practice Note discussing the purpose and structure of various takeover defenses available to public target companies, such as poison pills, defensive certificate of incorporation and by-law provisions, change-of-control clauses, white knights, and state anti-takeover statutes. It also describes the legal constraints and challenges that boards of directors face in adopting defensive measures that can stand up to judicial scrutiny while satisfying their fiduciary duties.