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Professor Coates has given us a welcome opportunity to revisit the question of shareholder rights plans, or poison pills. It is interesting to evaluate a revisionist's view of an important empirical debate – but less because of the role that empirical evidence may have played in the evolution of U.S. corporate law doctrine and more because of the relevance of that debate to a world, especially Europe, that is waking up to the vigorous market in corporate control. If contested takeovers involving target firms such as Gucci, Telecom Italia, Paribas, and Mannesman are headline grabbing events in 1999 and 2000, what follows next in the moves towards European economic integration? What defensive measures, if any, should we encourage on the part of target management of an European Union company faced with a hostile takeover bid?

To give away the punchline, I am critical of the implicit defense in Professor Coates's paper of poison pills as they have evolved in U.S. practice, finding that defense in the spirit if not in the words of his paper. Instead, I think that a different evolutionary path that focuses on shareholder choice in the formulation and use of poison pills might well be possible and desirable for European corporate governance.


Business Organizations Law | Law