Middlesex Massachusetts Stockholders' Rights Plan of Datascope Corp.

Name: Middlesex Massachusetts Stockholders' Rights Plan of Datascope Corp.
Brand: US Legal Forms
Rating: 4.82 (301 reviews)

Category:

Corporations - Public - ReIncorporation

State:

Multi-State

County:

Middlesex

Control #:

US-CC-8-162B

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Instant download

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This sample form, a detailed Stockholders' Rights Plan document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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Common shareholders are granted six rights: voting power, ownership, the right to transfer ownership, dividends, the right to inspect corporate documents, and the right to sue for wrongful acts.

Once the buyer is at the negotiating table, he must ask that management sponsor a resolution whereby the pill is ?redeemed? by shareholders and removed from each share. If the board agrees and the pill/rights plan is rescinded, then the buyer may go ahead and complete the transaction.

Poison pills effectively block the accumulation of stakes above a set percentage of a company's outstanding shares by promising to distribute additional free or heavily discounted shares to all shareholders except those who trigger the provision.

If the Board decides to adopt a pill with a 10% trigger threshold, it needs to confirm whether any shareholders currently own a 10% or greater stake.

The proposed strategy involves a series of coordinated tender offers: an initial offer to trigger the poison pill rights, offering little or no consideration, and a subsequent offer in which the fully diluted value is paid to all shareholders after the rights have been exercised.

Shareholder rights plans, also known as poison pills, are a takeover defense tool often used to prevent the escalation of a hostile/unsolicited offer by keeping an investor from accumulating a large ownership stake. Shareholder rights plans are one of the most powerful and effective defenses against a hostile takeover.

So how can they be overcome? Generally, the only options are either to get the approval of the board, by increasing the purchase price or to replace sufficient board members to permit the removal of the poison pill.

If a corporation has a poison pill and a hostile bidder acquires enough of the corporation's shares to trigger the pill, other shareholders will have the right to buy more shares at below-market prices, meaning that the bidder must buy those shares as well.

However, the Delaware Supreme Court upheld poison pills as a valid instrument of takeover defense in its 1985 decision in Moran v. Household International, Inc. However, many jurisdictions other than the U.S. have held the poison pill strategy as illegal, or place restraints on their use.

Drawbacks of Poison Pills By discouraging a motivated buyer from buying more company stock, a poison pill is likely to leave a share price lower than it would be otherwise, at least in the short run. Poison pills can also shield underperforming company managers from shareholder efforts to replace them.

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Research university dedicated to excellence in the health sciences. The implications of intellectual property law in a specific context.Investments corporate stock (attach schedule ) . DATASCOPE CORPORATION. Tokyo. Medical device manufacture and sales. For a complete schedule of activities call the West Hartford Art League at 521-3732. I have also enclosed the Corporate Resolution approving the Budget. NO CLAIM IS MADE TO THE EXCLUSIVE RIGHT TO. USE "GARMENT COMPANY", APART FROM THE MARK. Circulated with the agenda for the next meeting. AMCORE Financial. AMD. AMERIGROUP.

Middlesex Massachusetts Stockholders' Rights Plan of Datascope Corp.

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What are three 3 of the rights of a shareholder?

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Do shareholders have to approve a poison pill?

How does a tender offer work with a poison pill?

How does a shareholder rights plan work?

How do you overcome a poison pill takeover?

Do poison pills require shareholder approval?

Are corporate poison pills legal?

What does poison pill do to stock price?

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What is the Middlesex Stockholders' Rights Plan of Datascope Corp.769317 all about?

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How does the Middlesex Stockholders' Rights Plan work?

What happens if someone tries to acquire a large amount of Datascope Corp.'s stock without board approval?

Can stockholders sell the rights they receive under the Middlesex Stockholders' Rights Plan?

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