Business Associations Keyed to Hamilton
Mentor Graphics Corporation v. Quickturn Design Systems, Inc.
Facts
An Oregon electronics corporation, Mentor Graphics Corp. (Mentor) (Plaintiff), initiated a hostile tender offer in an effort to acquire a Delaware electronics business, Quickturn Design Systems, Inc. (Defendant). Defendant decided the offer was not adequate and adopted two defensive measures in response to the hostile takeover bid. First, a new By-Law Amendment was enacted requiring special stockholders meetings to take place 90 to 100 days following receipt of the shareholders request. Second, Defendant amended its shareholders rights plan by eliminating the “dead hand” feature and replacing it with a Deferred Redemption Plan (DRP). The effect of these amendments was to delay any special meeting and delay the ability of the new board to redeem the poison pill for six months. Plaintiff claimed that the DRP violated Delaware law and sought an injunction and declaratory judgment against it. Defendant moved for summary judgment, however, its motion was denied.
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