Re:Ask HN: What happened to Twitter poison pill?
by toomuchtodo on Wednesday April 27, 2022 @12:02AM
(#31176154)
Quite an interesting bit of corporate governance history. Thanks for sharing.
Re:Ask HN: What happened to Twitter poison pill?
by saalweachter on Monday April 25, 2022 @09:06PM
(#31162832)
Do you mean held up or upheld?
TL;DR: A competitor (Selectica, Inc.)--wishing to purchase Versata--bought over 5% of the shares. The IRS considers this an ownership change, and it imposes a penalty to discourage trading of Net Operating Loss (NOL) carryovers. A poison pill was in place to prevent this tax issue. The board executed the poison pill to dilute Selectica ownership from 6.4% to 3.9%, and that action held up through appeal to the Delaware Supreme Court.
https://www.lw.com/upload/pubcontent/_pdf/pub2563_1.pdf