March 7, 2022
Survey: Prevalence of Takeover Defenses
This WilmerHale memo (p. 6) reviews commonly used antitakeover provisions & their prevalence among IPO companies, the S&P 500, and the Russell 3000. In addition to demonstrating my lack of proficiency in creating tables in WordPress, this excerpt from the memo reveals significant differences between the groups when it comes to their use of certain antitakeover devices:
| Antitakeover Provision | IPO Companies | S&P 500 | Russell 3000 |
| Staggered Board | 83% | 13% | 43% |
| Limit Right to Call Meeting | 95% | 33% | 53% |
| No Written Consent | 88% | 68% | 74% |
Some antitakeover defenses appear to be relatively ubiquitous across all groups of companies. These include advance notice bylaws and charter provisions authorizing blank check preferred stock, which are in place at more than 95% of companies within each group. The memo also reviews each of the takeover defenses addressed in the survey and points out some of the questions to be considered by a board in evaluating them.
– John Jenkins