Corporate Governance
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Board Veto
The practical or legal capacity of a target board to block a takeover bid even when shareholders might prefer to accept it.
Why It Matters
Board-veto debates ask whether directors' information and bargaining role justify resistance, or whether takeover decisions should ultimately rest with shareholders once coercion and disclosure problems are controlled.
Selected Literature
A short list of directly relevant archive entries.
1965
Intermediate
1981
Intermediate
2002
Advanced
2002
Advanced
The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy
Lucian A. Bebchuk, John C. Coates IV, and Guhan Subramanian
Stanford Law Review
Related Cases
1985
Corporate Law
Unocal Corp. v. Mesa Petroleum Co.
493 A.2d 946 (Del. 1985)
Judicial review of defensive tactics adopted in response to a hostile takeover bid.
1989
Corporate Law
Paramount Communications Inc. v. Time Inc.
571 A.2d 1140 (Del. 1989)
Board defensive action, long-term corporate strategy, and the boundary of Revlon duties.
1985
Corporate Law
Moran v. Household International, Inc.
500 A.2d 1346 (Del. 1985)
Validity of the shareholder rights plan as an antitakeover device.
1988
Corporate Law
Blasius Industries, Inc. v. Atlas Corp.
564 A.2d 651 (Del. Ch. 1988)
Board action taken for the primary purpose of interfering with shareholder voting power.