The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Wed, 29 Jul 2026 11:32:06 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Anti-Activist Poison Pills – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Anti-Activist Poison Pills https://corpgov.law.harvard.edu/2017/03/22/anti-activist-poison-pills/?utm_source=rss&utm_medium=rss&utm_campaign=anti-activist-poison-pills https://corpgov.law.harvard.edu/2017/03/22/anti-activist-poison-pills/#comments Wed, 22 Mar 2017 13:30:09 +0000 https://corpgov.law.harvard.edu/?p=80994?d=20170322095313EDT Posted by Marcel Kahan and Edward Rock, NYU School of Law, on Wednesday, March 22, 2017
Editor's Note:

Marcel Kahan is George T. Lowy Professor of Law at NYU School of Law and Edward B. Rock is Professor of Law at NYU School of Law. This post is based on a recent paper by Professor Kahan and Professor Rock. This post is part of the Delaware law series; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes The Law and Economics of Blockholder Disclosure by Lucian Bebchuk and Robert J. Jackson Jr. (discussed on the Forum here), and Pre-Disclosure Accumulations by Activist Investors: Evidence and Policy by Lucian Bebchuk, Alon Brav, Robert J. Jackson Jr., and Wei Jiang.

Hedge funds have become active in corporate governance. They push for changes in strategy, including making very specific proposals, and sometimes seek (and secure) board representation. They do this by buying shares, conducting public campaigns, lobbying managers and other shareholders, and sometimes running a proxy contest. In response, boards of directors have adopted a variety of “defensive measures” including deploying the “poison pill” shareholder rights plan against activists.

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