Poison Puts and Delaware Corporate Law
Prof. Steven Davidoff as The Deal Professor on the DealBook blog, here, writes about pending battles for control over the pharmaceutical company, Amylin, including efforts by Carl Icahn and others to nominate new directors, as well as a pending suit in Delaware Chancery Court by a pension fund against Amylin. The good professor also discusses what are referred to as "poison put" provisions that would trigger repayment of debt upon certain changes in control or board composition, as well as whether such triggers would run afoul of the Delaware Supreme Court's decision in Unocal and DGCL Section 141(a).
