Board-Out Clause

board-out clause

A provision that permits a firm's board of directors to decide whether to enforce a supermajority antitakeover amendment.

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Board-Out Clause

In a publicly-traded company's charter or bylaws, a provision allowing the board of directors to invoke the supermajority provision. If a board exercises the board-out clause, the consent of more than a simple majority of shareholders is needed for certain actions, especially a merger or acquisition. The board-out clause is almost always used as an anti-takeover measure. For example, the board may invoke the board-out clause to require that two thirds of shareholders approve of a merger or acquisition the board does not favor. The board-out clause exists to make hostile takeovers more difficult, while allowing leeway for friendly takeovers.