Moran v. Household International, Inc.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• noting that “the key variable in proxy contest success is the merit of an insurgent's issues, not the size of his holdings”
• upholding poison pill adopted as a pre-planned defensive measure because the company was “vulnerable” to a takeover
• finding that limiting hostile acquisitions to 20% would not affect proxy contests
• upholding a rights plan that directors implemented to protect the company from future coercive acquisition techniques, including boot-strap and bust-up takeovers in the form of two-tiered offers
• recognizing authority of directors to adopt rights plan; citing Del. Code Ann. tit. 8, § 157 for a corporation’s power to issue rights to purchase shares and Del. Code Ann. tit. 8, § 141 for a board’s authority to manage the corporation’s business and affairs
• “pre-planning for the contingency of a hostile takeover might reduce the risk that, under the pressure of a takeover bid, management will fail to exercise reasonable judgment”

Source: CourtListener parenthetical corpus (CC0).