EXACTLY = High profile mergers and acquisitions lawyer Martin Lipton developed the concept of “Poison Pill” in 1982 as a response to the increase of hostile takeovers and corporate raids. Lipton is quoted as saying “The early 1980s we had reached a whole new plateau of hostile takeovers and there was really little in the way of defense to them”. The term itself is derived literally from the cyanide poison that a spy could ingest in order to commit suicide, rather than risk being captured and tortured.
The corporate version of the “Poison Pill” however was not meant to prevent a hostile take over. It’s purpose, according to Lipton, was to give shareholders more time to evaluate the proposed hostile bid and to give management the opportunity to make a better informed business decision. Two of the most common “Poison Pill” strategies include: