Poison Puts and Delaware Corporate Law

Posted on April 20, 2009 by Francis Pileggi

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).

  • http://www.delawarelitigation.com/2009/05/articles/chancery-court-updates/live-clip-of-chancery-court-trial-today-on-poison-put-issue/index.html Delaware Corporate and Commercial Litigation Blog

    Live Clip of Chancery Court Trial Today on Poison Put Issue

    San Antonio Fire and Police Pension Fund v. Bradbury is a case that is being tried today in Delaware Chancery Court regarding "poison puts" involving the Amylin company. We previously highlighted the case here. The folks at Courtroom View Net…

  • http://community.martindale.com/blogs/delawarelitigation/archive/2009/05/04/live-clip-of-chancery-court-trial-today-on-poison-put-issue.aspx Delaware Corporate and Commercial Litigation Blog

    Live Clip of Chancery Court Trial Today on Poison Put Issue

    San Antonio Fire and Police Pension Fund v. Bradbury is a case that is being tried today in Delaware

  • http://www.delawarelitigation.com/2009/05/articles/chancery-court-updates/delaware-chancery-court-rules-on-amylin-poison-put-provision-finds-no-violation-on-duty-of-care-issue-and-provides-instruction Delaware Corporate and Commercial Litigation Blog

    Delaware Chancery Court Rules on Amylin “Poison Put” Provision; Finds No Violation on Duty of Care Issue; and Provides Instruction to Lawyers Advising Boards on Complex Documents

    San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc., No. 4446-VCL (Del.Ch., May 12, 2009), read opinion here. This Chancery Court decision addressed the issue of "poison puts" or a provision in an indenture that would h…

  • http://community.martindale.com/blogs/delawarelitigation/archive/2009/05/12/delaware-chancery-court-rules-on-amylin-quot-poison-put-quot-provision-finds-no-violation-on-duty-of-care-issue-and-provides Delaware Corporate and Commercial Litigation Blog

    Delaware Chancery Court Rules on Amylin “Poison Put” Provision; Finds No Violation on Duty of Care Issue; and Provides Instruction to Lawyers Advising Boards on Complex Documents

    San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc ., No. 4446-VCL (Del.Ch., May