InterDigital Inc (IDCC)

[F6]

redhot -- Nope, I still can't agree with your take on this.

In IDCC's case your scenario is (of course) precisely what would trigger the poison pill; and all stockholders who did not tender their shares into the offer would then also hold a new class of stock, which would have rights almost certainly including voting rights including, among others, a separate vote (a vote that btw would exclude any shares of the new class that might at any time be acquired/held by the bidder) on any merger, including the squeeze-out/cram-down merger needed to complete the takeover. (I say 'almost certainly' only because the actual properties of the new class of stock are kept -- quite deliberately -- a closely-guarded secret, and to some extent apparently/presumably would be set by the BOD at the time to fit the circumstances.)

Accordingly, the bidder would not be able to finish the takeover, and those stockholders who wanted to remain stockholders and thus did not tender would indeed remain stockholders, holding both their original common shares and 100% (of the shares eligible to vote) of the pill's new class of stock. And notwithstanding your assertion that "As soon as a buyer can obtain some majority percentage of the voting shares, litigation will push aside any management objections.", the bidder would hardly be able to simply wipe away the pill via litigation, at the least not easily or quickly (if indeed at all), so that the result you postulate would not be particularly likely, let alone inevitable. For the record, I consider it highly likely that IDCC's pill has been duly and validly adopted, and that it is written well enough that it would be found under challenge to be valid and enforceable in all material respects under applicable (PA) law (where of course PA law itself is particularly favorable to poison pills, to boot -- which btw is why I consider rmarchma's proposed edict to IDCC that it reincorporate in DE to be inapt and ill-considered).

(And fyi, I do know how poison pills work -- I've written them; part of my background in the theory and the practice of hostile takeover attempts, from both sides.)