Defense of "poison pill" claim

Fortune 100 company

Bullivant Houser Bailey defeated a class action lawsuit filed against our client, a Fortune 100 company, on claims arising from a hostile takeover bid. Assets at stake were in the range of $20 million.

In essence, the suit alleged that the acquisition triggered a "poison pill" in the target's pension plan. Legal issues included complex corporate law, fiduciary law, and ERISA pension law. We won this case on behalf of our client at summary judgment on two principles:
  • We proved that the employer who created the plan had exercised its corporate right, consistent with the law and its bylaws, to modify the plan to accommodate the hostile-turned-friendly acquisition, thus relieving the fiduciaries of all liability under the statute for claims of breach of fiduciary duties;
  • We proved that the "poison pill" in the plan was not triggered by a "hostile takeover" as defined by the plan amendment that contained the pill.

Practice Areas