“Takeover Defenses: A Director’s Primer” (Boardmember.com)

November 2009

BoardMember.com published an article by Mr. Aquila and Ms. Sawyer, “Takeover Defenses: A Director’s Primer,” as its lead story in the November issue of BoardMember.com Insights: Monthly e-News for the C-Suite and Directors. The article discussed the most common takeover defenses that directors can use in response to unsolicited proposals. As there has been a recent increase in unsolicited bids, the authors point to the most effective takeover defenses, such as the shareholder rights plan and the classified board. In addition, Mr. Aquila and Ms. Sawyer listed several other takeover defenses, including structured defenses in a board’s charters or bylaws, fair price statutes and constituency provisions under state corporate law.