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Topic: Poison pill


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In the News (Thu 24 Dec 09)

  
  Reference.com/Encyclopedia/Poison pill
Poison pill originally meant a literal poison pill (often a glass vial of cyanide salts) carried by various spies throughout history, and by Nazi leaders in WWII.
Poison pills became popular during the early 1980s, in response to the increasing trend of corporate raids by businessmen such as Carl Icahn.
A poison pill may also be used in politics, such as attaching an amendment so distasteful to a bill that even the bill's supporters are forced to vote against it.
www.reference.com /browse/wiki/Macaroni_Defense   (2028 words)

  
  Poison pill - Wikipedia, the free encyclopedia
Poison pill began as a reference to literal poison pills (often glass vials of cyanide salts) carried by various spies throughout history, and by Nazi leaders in WWII.
The poison pill was invented by noted MandA lawyer Martin Lipton of Wachtell, Lipton, Rosen and Katz, in 1982[1], as a response to tender-based hostile takeovers.
Poison pills became popular during the early 1980s, in response to the increasing trend of corporate raids by businessmen such as Carl Icahn.
en.wikipedia.org /wiki/Poison_pill   (1137 words)

  
 GE 2001 Annual Report - Proxy Statement: Share Owner Proposal No. 5
A poison pill is such a powerful tool that shareholders should be able to vote on whether it is appropriate.
We believe a shareholder vote on poison pills will avoid an unbalanced concentration of power in our directors who could focus on narrow interests at the expense of the vast majority of shareholders.
GE does not have a poison pill; GE has never had a poison pill; and your Board has no intention of adopting a poison pill.
www.ge.com /annual01/proxy/proposals/proposal5.html   (645 words)

  
 'Poison pill' is costing counties $90 million | The San Diego Union-Tribune
The county's courtroom victory triggered a "poison pill" provision in state law that says if any county successfully sues the state over operations of social welfare programs, the state would stop giving money to the 58 counties for the programs.
Since March 1, the day the "poison pill" was activated, the state has withheld $92 million in vehicle license fees from counties, said H.D. Palmer, spokesman for the state Department of Finance.
County Counsel John Sansone contended that the "poison pill" provision was unconstitutional to begin with, but rather than challenge it in court, he is hopeful Gov. Arnold Schwarzenegger will lead the Legislature to rescind it.
www.signonsandiego.com /uniontrib/20040429/news_1n29poison.html   (787 words)

  
 Poison Pills: Maintain Flexibility in Takeover Defense
Despite its success, the poison pill continues to be attacked: because properly drafted rights plans ensure that a target's board of directors retains bargaining power in a potential change-of-control transaction, they are unpopular with many shareholder activists who believe that shareholders should have the authority to accept or reject a takeover offer.
In November 2004, News Corp. adopted a poison pill in response to an announcement by Liberty Media Corp. that it was planning to increase its stake in News Corp. In August 2005, News Corp indicated that the poison pill would be extended for two years beyond its November 2005 expiration date without shareholder approval.
The number of pills adopted in response to a specific threat (i.e., "in play" adoptions) has increased dramatically in the last five years, going from less than 2 percent of all pill adoptions in 2001 to over 20 percent of all pill adoptions in just the first half of 2005.
www.law.com /jsp/ihc/PubArticleIHC.jsp?id=1138269914324   (2054 words)

  
 Business Report - Poison pill may be fatal choice for KWV   (Site not responding. Last check: 2007-10-26)
Poison pill is the term generically given to defensive measures that are adopted by target companies, usually through their directors, either in response to a takeover attempt or before a possible takeover attempt.
Poison pills can be implemented to boost the economic interest of the shareholders in the target on one hand, and the dilution of the economic interest of the acquirer on the other hand.
The effect of the poison pill was that the Wijngaard Co-operative representing the producers would have an unconditional purchase option over the liquid stock held by KWV in the event of a hostile takeover offer for KWV, wherein the bid was less than 80 percent of the net asset value.
www.busrep.co.za /index.php?fSectionId=553&fArticleId=392704   (1057 words)

  
 American Journal of Business » Blog Archive » An Investigation of Poison Pill Securities, Long-Term Debt, ...   (Site not responding. Last check: 2007-10-26)
Poison pills, in general, are issues of non-voting securities to current shareholders that provide them with specific rights before, during, or after changes in control.
The original poison pill articles by Ryngaert (1988) and Malatesta and Walkling (1988) seem to support the notion that these devices reduce firm values, but these papers include a majority of the early flip-over rights plans and only a few flip-in rights plans in their samples.
Israel (1991) states that the direct affect of adopting a poison pill security is to deter a takeover attempt and the indirect affect (lower debt) of encouraging bidders to consider their firm as a target.
www.bsu.edu /mcobwin/majb/?p=142   (3869 words)

  
 TheManageMentor - Knowledge Universe - Finance - Poison Pills: Keeping Predators At Bay
A “Poison Pill” also known as “Shareholders Rights Plan” is designed primarily to make it difficult, time-consuming and expensive for a hostile acquirer to consummate offers that may not offer fair value to all shareholders.
A poison pill makes a raider negotiate, and buy time for a target company to get a proper evaluation of the offer.
Even though poison pills may lead to higher premiums and do not reduce bid completion rates, they still might prevent the occurrence of some bids which act against the economic interest of shareholders of the unrealised target companies.
www.themanagementor.com /kuniverse/kmailers_universe/finance_kmailers/mgr/takeovers1.htm   (807 words)

  
 Have You Taken Your Poison Pill Today? (AMP, Tyco International, Excite) | SmartMoney.com
The conventional wisdom has it that poison pills are tools of entrenched management trying to protect their jobs rather than enhance shareholder value.
But increasingly poison pills are being seen as a way to enhance value by forcing potential bidders to pay a higher price for the target company than they would have otherwise.
Essentially, poison pills allow the target company to issue a massive amount of new, cheap shares to existing shareholders anytime another company or individual purchases a specified amount of stock, usually 15%.
www.smartmoney.com /stockwatch/index.cfm?story=199811233   (1204 words)

  
 ProfessorBainbridge.com: What's a poison pill?   (Site not responding. Last check: 2007-10-26)
Poison pills take a wide variety of forms, but today most are based on the class of security known as a right.
Hence, the pill's official name, the "shareholder rights plan." A traditional right, such as a warrant, grants the holder the option to purchase new shares of stock of the issuing corporation.
The pill's flip over feature typically is triggered if, following the acquisition of a specified percentage of the target's common stock, the target is subsequently merged into the acquirer or one of its affiliates.
www.professorbainbridge.com /2004/02/whats_a_poison_.html   (970 words)

  
 SignOnSanDiego.com > News > Business -- El Paso adopts policy for implementing poison pill provision
HOUSTON – El Paso Corp. has adopted a policy that would allow for implementation of a "poison pill" antitakeover defense should it be necessary, the nation's largest natural gas pipeline announced Friday.
Rupert Murdoch's News Corp. recently adopted a poison pill defense after Denver media investor John Malone made a transaction that would allow him to swap a portion of his nonvoting stock for voting stock and hike his voting interest in the company from 9 percent to 17 percent.
If adopted without stockholder approval, a poison pill would be presented to stockholders for ratification within a year or expire within a year without being renewed or replaced, the company said.
www.signonsandiego.com /news/business/20041203-1533-elpaso-poisonpill.html   (601 words)

  
 Central Pacific Bank sues over CB 'poison pill' - The Honolulu Advertiser - Hawaii's Newspaper
The suit, filed in state Circuit Court yesterday, alleges that new pill provisions make it impossible for shareholders of CB Bancshares to support the merger, call a special meeting or remove the pill by electing a new board that may favor the $270 million buyout offer.
Poison pills are common among publicly owned corporations, including Central Pacific, and generally make it more difficult for any one shareholder to gain control of a company.
The CB Bancshares pill allows shareholders to buy additional shares at a discount if 15 percent or more of company stock is acquired by someone, who is excluded from the discount and ends up owning fewer, less valuable shares.
the.honoluluadvertiser.com /article/2003/Jul/31/bz/bz02a.html   (543 words)

  
 poison pill and Stock Trading at TradeStars + Stock Trading   (Site not responding. Last check: 2007-10-26)
poison pill and stock trading - information about poison pill from the guaranteed delivery website with a smile and a guarantee of friendly advice.
You can read his entire testimony and opening statement North American poison pill Securities Administrators Association, Inc. issued a report that describes the major problems and abuses in the poison pill industry and summarizes the legal actions brought to date.
The NASDs release of July 29, 1999, describes a poison pill NASD rule proposal that was approved by the SEC on July 10, 2000.
www.tradestars.com /content/poison-pill.asp   (264 words)

  
 Poison pill   (Site not responding. Last check: 2007-10-26)
Poison pill is a business term referring to strategy to avoid a hostile takeover bid.
This poison pill designed to create an exodus of talented In many high tech businesses attrition of human resources often means an empty shell left behind to the new owner.
Poison is not a great movie, but it so entertaining that it doesn't matter.
www.freeglossary.com /Poison_pill   (358 words)

  
 Legalised.com -> Poison Pill
This is a reference to literal poison pills (actually often glass vials of cyanide salts) carried by various spies throughout history, and by Allied leaders in WWII.
Murdoch's and the board's decision to simply renege on their agreement not to extend the poison pill that protects Murdoch family control beyond 12 months is quite breathtaking.
The so-called poison pill dictates that if anyone else approaches control of the company, a share issue is triggered that will massively dilute their holding.
www.legalised.com /forums/index.php?view=getnewpost&act=ST&f=14&t=1314   (2058 words)

  
 Poison pill
Anti-takeover device that gives a prospective acquirees shareholders the right to buy shares of the firm or shares of anyone who acquires the firm at a deep discount to their fair market value.
Named after the cyanide pill that secret agents are instructed to swallow if capture is imminent.
Poison pill / anti-takeover device that gives a prospective acquirees shareholders the right to buy shares of the firm or shares of anyone who acquires the firm at a deep discount to their fair market value.
www.itlocus.com /glossary/poison_pill.html   (153 words)

  
 people pill
Named after the cyanide pill that secret government agents are said to be...
Pension parachute A form of poison pill providing that in the event of a hostile...
People pill A form of poison pill providing that the entire management threatens to resign...
www.idrassociate.org /u89lirq1-3.html   (478 words)

  
 SharkRepellent   (Site not responding. Last check: 2007-10-26)
The study found that targets of completed takeovers that had a poison pill in place received final offers 78.5% above where their stock was trading six months before the takeover began versus only a 56.7% gain for companies that did not have a poison pill.
To be included in the poison pill group, a company must have adopted its poison pill at least 6 months prior to the announcement date of the takeover.
The poison pill group includes target companies that had a poison pill in force 6 months prior to and on the announcement date of the transaction.
www.sharkrepellent.net /pub/rs_20050830.shtml   (752 words)

  
 SharkRepellent   (Site not responding. Last check: 2007-10-26)
According to research compiled by TrueCourse, Inc., 98.5% of Canadian poison pills currently in force have a trigger of 20% or more, and 93% include a sunset provision requiring stockholders to approve the continuation of the poison pill at least every 5 years.
Also, almost every poison pill is of the "chewable" variety, which would provide for the automatic termination of the poison pill if an acquisition offer is open for a specified time period and receives a minimum number of acceptances, regardless of whether the offer is approved by the company's board.
Activism against poison pills is not as much of a factor in Canada, because Canadian stock exchanges require stockholder approval of any poison pill with a plan term of over six months.
www.sharkrepellent.net /pub/rs_20041213.shtml   (416 words)

  
 Stockholders at Sun reject poison pill / 84% vote to repeal anti-takeover proposal despite opposition by board and CEO
The proposal to eliminate what is commonly referred to as a poison pill garnered 84 percent of the vote at Sun's annual shareholder meeting in Santa Clara, despite the opposition of the Sun board, led by controversial CEO Scott McNealy.
A poison pill is a weapon used by corporate boards to block a hostile takeover attempt, by flooding the market with new shares in order to prevent a bidder from acquiring a majority of the stock.
The shareholder rights plan, as the poison pill is formally called, "is not intended to, and will not, prevent a takeover on terms determined by the board to be fair and equitable to all stockholders," the board said in a proxy statement.
www.sfgate.com /cgi-bin/article.cgi?file=/chronicle/archive/2005/10/28/BUG8LFEVFL26.DTL&type=tech   (757 words)

  
 Poison pill   (Site not responding. Last check: 2007-10-26)
Advice on avoiding and treating reactions from exposures to poison ivy, poison oak and poison sumac, which are the most common plants that cause a skin rash.
Poison frogs and tropical rainforest vivaria can be a unique combination of which is provided here in the frog exchange, lots of films, screen savers and wallpapers.
Organization of poison centers and interested individuals which provides a forum to promote the reduction of morbidity and mortality from poisonings through public and professional education and scientific research.
www.omniknow.com /common/wiki.php?in=en&term=Wrecking_amendments   (1757 words)

  
 Booyah Breakdown: Poison Pill Primer
That way, if their identities were ever revealed, they'd take the poison pill -- usually cyanide pellets -- and sacrifice their lives to eliminate the possibility that they could be interrogated for the enemy's gain.
The poison pill is still around today, although under a much less theatrical guise.
These days "a poison pill," created during the early 1980s to ward off corporate raids by businessmen like Carl Icahn, is a shareholders' attempt to eliminate a hostile takeover of their company.
www.thestreet.com /_tsctten/funds/booyahbreakdown/10318171.html   (412 words)

  
 News Corp. Sued Over Poison Pill Move - New York Times
A group of investors has sued the News Corporation in Delaware Chancery Court, seeking to undo a poison pill defense the company created to fend off the advances of the Liberty Media Corporation, its largest outside shareholder.
A poison pill is a mechanism that makes it effectively impossible for a shareholder to increase a stake in a company beyond a set threshold - in News Corporation's case, 15 percent.
Murdoch's company agreed to make it board policy that shareholder approval would be required for a poison pill to be in place for more than one year The relocation was approved at the company's annual meeting in October 2004 and took place on Nov. 3.
www.nytimes.com /2005/10/08/business/08news.html?ex=1286424000&en=d42f942afe0f5293&ei=5088&partner=rssnyt&emc=rss   (778 words)

  
 Matsushita's Partial Poison Pill [Fool.com: Motley Fool Take] May 2, 2005
Last month we looked at recent news reports that Japanese electronics giant Matsushita Electric (NYSE: MC) was considering swallowing a poison pill to give would-be acquirers of the company a case of corporate indigestion.
Last week, the company issued a series of announcements in conjunction with its fiscal 2005 earnings results, laying out its decision on the poison pill question.
The company has gone ahead with its threatened adoption of an Enhancement of Shareholder Value plan, a poison pill designed to delay any would-be acquirer from obtaining a significant bloc of Matsushita shares.
www.fool.com /News/mft/2005/mft05050211.htm   (469 words)

  
 People Pill: Facts and details from Encyclopedia Topic   (Site not responding. Last check: 2007-10-26)
As a variation of the poison pill poison pill quick summary:
Poison pill is a term referring to any strategy, generally in business or politics, which attempts to avoid a negative outcome by increasing the costs of that...
The effectiveness of a people pill is dependent on the circumstances of the takeover.
www.absoluteastronomy.com /encyclopedia/p/pe/people_pill.htm   (324 words)

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