Activists Rights Plans – Use with Care

In this episode, Frank Placenti, chair of the Business Law Section’s Corporate Governance Committee, discusses activists rights plans with Greg Varallo, partner at Bernstein Litowitz Berger & Grossmann LLP (BLB&G). The podcast leads off with an analysis and discussion of the The Williams Companies, Inc. v. Wolosky case, in which the Delaware Supreme Court affirmed the Delaware Chancery Court’s ruling, in favor of stockholders, that the board of The Williams Companies failed to demonstrate that its adoption of a so-called “poison pill” was a reasonable response to a specific stockholder activist threat.

Frank Placenti is a partner and leader of the U.S. Corporate Governance Practice of Squire Patton Boggs. He is currently the chair of the Business Law Section’s Corporate Governance Committee, and he is the editor of the BLS book Director’s Handbook: A Field Guide to 101 Situations Commonly Encountered in the Boardroom. In addition, Frank was the Founding President of the American College of Governance Counsel.