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Business Organizations Keyed to Macey
Moran v. Household Int’l, Inc.
Citation:
500 A.2d 1346 (1985)Facts
On August 14, 1984, the board of directors of Household International, Inc. adopted the Rights Plan. The Plan provides that Household common stockholders are entitled to the issuance of one Right per common share under certain triggering conditions. There are two triggering events that can activate the Rights. If an announcement of a tender offer for 30 percent of Household’s shares is made, the Rights are issued and are immediately exercisable to purchase 1/100 share of new preferred stock for $100. Household adopted its Rights Plan as a preventive mechanism to ward off future advances. Appellant Morgan, one of Household directors and also Chairman of the Dyson-Kissner-Moran Corporation, the largest single stockholder of Household, began discussions concerning a possible leveraged buy-out of Household by DKM. Concerned about Household’s vulnerability to a raider, it adopted a takeover policy and the Rights Plan.
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