Third, you indicated that the Genzyme Board may wield the Massachusetts anti-takeover statutes
in a manner that would, as a practical matter, prevent Sanofi-Aventis from acquiring Genzyme without the cooperation of Genzyme's Board, notwithstanding your shareholders' support of a transaction.
THE PILL'S INGREDIENTS The Mechanics of the Pill The Judicial Response IV ADAPTIVE RESPONSES TO THE PILL Corporate Governance Responses Strategic Responses Activist Investors and Shareholder Rights By-Laws Anti-Takeover Statutes
Modifications to Poison Pills V WHY CANADA IS DIFFERENT Canadian Securities Regulatory Framework Structure of Canadian Capital Markets Duties of Directors in Canada Canadian Regulatory Philosophy Canadian Poison Pill Jurisprudence Suggestions For the Future VI CONCLUSION
As a result of its amended offer, Western has eliminated the following significant conditions to the offer: 60% of ITEX's shares being validly tendered in the exchange offer and not withdrawn; Western being satisfied in its reasonable discretion that the Nevada anti-takeover statutes
will not be applicable; the expiration or termination of any waiting periods under applicable antitrust laws; the receipt of all required consents under the terms of ITEX's debt agreements; and stockholder approval of the issuance of Western shares in the offer.
Compared to most states, which have adopted multiple anti-takeover statutes
of ever-increasing ferocity, Delaware's single takeover statute is relatively friendly to hostile bidders.
These concerns have reinforced the calls of those seeking to restrict hostile takeovers by, for example, anti-takeover statutes
in some American states and proposals for shareholder ratings changes in the UK.
Although proxy contests (also called proxy battles, fights, and wars) were infrequently used as a means of gaining control of publicly traded corporations or of influencing management policy decisions during the 1980s, recent changes in the United States business environment -- the limited availability of financing for corporate takeovers, the collapse of the junk bond market, the passage of anti-takeover statutes
in 40 states and proliferation of anti-takeover defense tactics, and the active role institutional investors are now taking in the governance of American corporations -- the proxy contest has now become a very important and leading tool in battles for corporate influence and control.
While merger and acquisition activity should continue at a somewhat reduced level, proxy contests, which are fertile ground for mismanagement charges, are expected to multiply Virtually all proxy fights spawn associated lawsuits, challenging either the proxy process itself or state anti-takeover statutes
State anti-takeover legislation has drawn opposition from free-market economists, regulatory officials, constitutional theorist who argue that state anti-takeover statutes
violate the commerce clause of the constitution, and those interested in buying companies.
In November 2006 the board determined to propose and recommend to shareholders certain amendments to the Company's Articles of Incorporation, which if approved by shareholders at the Company's 2007 annual shareholders' meeting, will declassify the board of directors so that commencing in 2007, each of the directors would be elected for a one-year term and stand for re-election annually thereafter; and render inapplicable to the Company certain Ohio anti-takeover statutes
that currently restrict a shareholder's ability to acquire shares in excess of certain thresholds without prior board or shareholder approval.
Declassify the board of directors so that commencing in 2007, each of the directors would be elected for a one-year term and stand for re-election annually thereafter; and -- Render inapplicable to the Company certain Ohio anti-takeover statutes
(Ohio's Interested Shareholder Transactions Act and Control Share Acquisition Act) that currently restrict a shareholder's ability to acquire shares in excess of certain thresholds without prior board or shareholder approval.
On September 23, 2004, the Fund's Board announced its opposition to the Trusts' tender offer and took a series of steps designed to defeat the offer, including issuing shares of the Fund's common stock to its sub-adviser, relying on that issuance in an attempt to subject the Fund and the Trusts to two anti-takeover statutes
under Maryland law, adopting the poison pill, authorizing a self tender for up to 943,704 shares at a price of $20.
ev3's offer will also be conditioned on MTI's having provided the necessary consents and/or waivers under MTI's current "poison pill" and any applicable state anti-takeover statutes