L2V-a TAKEOVER is HOSTILE only when MANAGEMENT does not want it, even if it is FRIENDLY to majority of shareholders.
The so-called 'poison pill' is a MANAGEMENT tool to discourage a takeover that management does not want, regardless of any shareholder interest.
A 'poison pill' is by-passed when a buyer solicits shares directly from the shareowners without the blessing of management. So there is little buyout-protection if the offer is attractive to shareholders...and management frequently are minority shareowners, and some officers may own no shares. redhot