June 23, 2008

Shareholder Rights Plans: Adding Derivatives to “Beneficial Ownership”

As noted in this WSJ article, at least two companies – Louisiana-Pacific Corp. (see related Form 8-K) and Micrel Inc. (see related Form 8-K) – have changed their shareholder-rights plans in recent months to include derivatives when calculating levels of “beneficial ownership” that would trigger their poison pill. The companies likely took this action to thwart the use of derivatives in activist plays.

A Different Perspective on CSX/TCI: Should Courts Reject a Private Right of Action Under Section 13(d)?

In the Harvard Law School Corporate Governance Blog, Phillip Goldstein of Bulldog Investors provides a viewpoint different from those coming from management’s perspective. It’s interesting to read a different viewpoint from the management one.

We have been posting oodles of law firm memos about the case in our “Schedule 13D” Practice Area.