Hostile Takeover Defenses: Recent Decisions

Evaluating and Structuring Anti-Takeover Strategies

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, June 23, 2011

Recorded event now available

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Course Materials

This CLE course will provide guidance to counsel for evaluating and structuring strategies to address hostile takeovers. The panel will review relevant Delaware cases and will also consider other states’ takeover regimes.


Hostile takeover attempts have reappeared. In responding to an unsolicited offer, a Corporate Board must ensure that it acts consistently with its fiduciary duties and protects the company’s shareholders.

So called “anti-takeover measures” are designed to provide the Board with breathing room to study the unsolicited bid and carefully assess a range of options. Such measures include poison pills, staggered boards and various by-law amendments affecting the timing of shareholder meetings and the possibility of special meetings and acting by written consent.

Recent decisions in the Air Products-Airgas battle, among others, provide a useful overview of Delaware law on many of these issues.

Listen as our authoritative panel provides guidance for evaluating and structuring anti-takeover strategies.



  1. Introduction — the framework for hostile takeovers
  2. Takeover defenses
    1. Poison pills: recent innovations and use of “on the shelf” pills
    2. Staggered boards
    3. Special meetings and action by written consent: trends and practical implications
    4. State anti-takeover statutes
  3. What we can learn from recent takeover decisions and state statutory frameworks
    1. Air Products v. Airgas
    2. Versata v. Selectica
    3. Nevada and other non-DE states
  4. Best practice strategies
    1. Review and attend to long-term business/strategic plan
    2. Review defensive profile
    3. Attention to relationships with stockholders
    4. Assemble the right team
    5. Develop a communications plan
    6. The importance of process and keeping a record


The panel will review these and other key questions:

  • What are the anti-takeover protection provisions being implemented to effectively avoid hostile takeovers in the current deal environment?
  • How can counsel for companies best mitigate the risk of a hostile takeover in the pre-bid and post-bid stage?
  • How have recent Delaware court decisions addressed poison pills and staggered boards?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Joseph J. Basile
Joseph J. Basile

Weil Gotshal & Manges

His practice focuses on complex domestic and cross-border M&A transactions, control and minority investments, joint...  |  Read More

Adam H. Offenhartz
Adam H. Offenhartz

Gibson Dunn & Crutcher

He focuses on commercial litigation with an emphasis on corporate control contests, regularly providing advice to...  |  Read More

Eduardo Gallardo
Eduardo Gallardo

Gibson Dunn & Crutcher

He has extensive experience representing public and private acquirers and targets in connection with mergers,...  |  Read More

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