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poison pill
poison pill definition - business
poison pill
An antitakeover tactic in which warrants are issued to a firm's stockholders, giving them the right to purchase shares of the acquiring firm's stock (flip-over pill) or their own firm's stock (flip-in pill) at a bargain price in the event that a suitor hostile to management acquires a stipulated percentage of the firm's stock. The poison pill is intended to make the takeover so expensive that any attempt to take control will be abandoned. Also called shareholder rights plan. See also flip-in pill, flip-over pill, macaroni defense, suicide pill.
Case Study Following a major drop in the price of its common stock, online brokerage firm E*Trade in July 2001 adopted a flip-in poison pill that would help thwart hostile takeover bids for the company. Under what was called a “shareholder rights plan" by the firm, stockholders were issued rights to purchase from E*Trade 0.001 shares of a new series of participating preferred stock at an initial purchase price of $50. The rights plan would be triggered if an individual or group acquired beneficial ownership of 10% or more of the firm's common stock. Issuance of the new preferred stock would make a hostile bid considerably more expensive and, as a result, less likely. Critics of shareholder rights plans claim poison pills help protect ineffective managements while penalizing shareholders who are unable to benefit from higher share values that often result from takeover attempts.The American Heritage® Dictionary of Business Terms Copyright © 2009 by Houghton Mifflin Harcourt Publishing Company. Published by Houghton Mifflin Harcourt Publishing Company. All rights reserved.
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