Photo of Michael E. Ellis

Michael E. Ellis is a partner in the Corporate Department. He is a general corporate lawyer with a focus on public and private mergers and acquisitions and securities. He has participated in multiple buy- and sell-side representations in a variety of transaction structures, including tender offers, stock and asset purchases and sales, mergers and joint ventures.

Shareholder rights plans, commonly known as “poison pills,” are arrangements that can be used by companies to stave off hostile takeovers or activist investors seeking to exert control over a company without paying a control premium. A typical rights plan, if triggered, would allow all shareholders except the triggering person to purchase additional shares in the company at a substantial discount. The resulting share dilution makes it significantly more expensive for the triggering person to purchase a controlling stake in the company. Because of this, it is extremely rare for a rights plan to be triggered; instead, rights plans can have the effect of encouraging hostile bidders or activist investors to negotiate directly with a company’s board of directors.