Using Board-adopted By-laws to Reduce Corporate Threats

Board-adopted corporate by-laws have long been used to provide protections against potential corporate threats, dating back at least to the 1980s and the famous development of the poison pill. In the current era of heightened hedge fund activism, potential shareholder approved proxy access and increasing shareholder litigation, interest is developing in a new generation of corporate by-laws designed to protect the company from the potential threats posed by dissident directors and intra-company litigation.