I replied earlier, but I'll reply again. The SEC and each state has rules about whether, and how poison pills can be established. It is little surprise that a requirement would be to prove that your company truly is under valued and at risk of take over. Otherwise a sham company could say they were at threat of a takeover and set up a poison pill to convince investors. Google the dang term, then read the information from Wikipedia and dig through some law universities information. I didn't bother looking into New Jersey. It seems like such common sense that if you are going to continue to disbelieve the need for valuing the company to establish the extent and type of poison pill that should be established (there are different types for different situations) then you are just not wanting to see it.
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