Wallace, Inc. adopted a poison pill. Five years later, Moore Corp. offered to buy all Wallaces stock

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Wallace, Inc. adopted a poison pill. Five years later, Moore Corp. offered to buy all Wallace’s stock for $56 a share, which was 27 percent over the existing market price. However, the offer was contingent upon the Wallace board eliminating the poison pill. Wallace consulted with its investment banker, which advised the company that the offer was inadequate but did not indicate what the shares were really worth. Moore then raised its offer price to $60 per share, and again the bankers opined that the offer was inadequate. Both the board and its banker believed that Wallace’s recently adopted corporate strategy would lead to an increased stock price. Indeed, the company’s recent financial results had been better than expected. Despite these improved results, more than 73 percent of Wallace shareholders offered their shares to Moore. When Wallace refused to remove the poison pill, Moore filed suit. Was the board’s refusal to remove the poison pill a violation of the business judgment rule?

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Business Law and the Legal Environment

ISBN: 978-1111530600

6th Edition

Authors: Jeffrey F. Beatty, Susan S. Samuelson, Dean A. Bredeson

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