In a February 26, 2021 post-trial decision by Vice Chancellor McCormick, the Delaware Court of Chancery enjoined The Williams Companies, Inc. (“Williams” or the “Company”) from continued operation of a stockholder rights plan, or so-called “poison pill” (the “Plan”), that Williams implemented in response to plummeting stock prices brought about, in part, by COVID-19 and an international feud over oil prices. The Court held that a poison pill challenge need not be brought through a derivative action, and the appropriate standard of review is the intermediate enhanced scrutiny established in Unocal v. Mesa rather than the more deferential business judgment standard. Applying that standard, the Court held that the Board conducted a good faith, reasonable investigation in adopting the Plan, but cast doubt on some of the threats underpinning the Plan and found that, while the motivations behind the Plan may have been proper, the Company’s response was not proportional to the stated threat. Although the Court balked at the Plan’s 5% threshold, the Court was most critical of the Plan’s abrogation of stockholders’ rights through an overly broad “Acting In Concert” provision and its limited passive-ownership exception.