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On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan or so-called “poison pill” with a 5% trigger
1 that The Williams Companies, Inc. (“Williams” or the “Company”) adopted at the beginning of the COVID-19 pandemic. In a lengthy post-trial opinion, Vice Chancellor McCormick reviewed the rights plan under the
Unocal standard and determined that the members of the Williams board of directors breached their fiduciary duties by adopting it, rendering it unenforceable.
The decision is a reminder that although rights plans remain an important tool, boards of directors should carefully consider and evaluate them before adoption based on a company’s particular facts and circumstances.