해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

The Role of Stockholder Rights Plans*
continued
Overall Effect of Stockholder Rights Plan: Prevents acquisitions in
excess of 15%** of stock without Board approval
‒ Even if not already in place, Board can unilaterally implement quickly when threat
emerges
Principal Reason: A Stockholder Rights Plan can help a Board
maximize stockholder value
‒ Deters ―creeping‖ acquisitions above the ―triggering‖ percentage
‒ Provides time for Board to evaluate value maximizing alternatives
‒ Reduces risk of coercive two-tiered or partial offers that may not offer full and fair
value to all stockholders
‒ Encourages potential acquiror to negotiate with the Board to avoid triggering dilutive
consequences of rights
‒ Board has unilateral power to issue and redeem rights
* Also commonly referred to as “poison pills”.
** 15% is standard trigger, but can vary.
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