Chancery Opens Trial On Williams' 'Nuclear' Takeover Defense

Law360 (January 12, 2021, 5:56 PM EST) -- A Williams Cos. director who recommended an unprecedented poison pill takeover defense adopted by the company last year acknowledged during a Delaware Chancery Court trial Tuesday that no active investor threat prompted deployment of the "nuclear" deterrent to stockholder activism.

Charles I. Cogut, who retired from Simpson Thacher Bartlett LLP in 2012 and joined Williams' board in 2016, testified at the opening of a three-day stockholder class suit before Vice Chancellor Kathaleen S. McCormick, seeking rulings that the shareholder rights agreement is invalid and unenforceable, and that directors breached their fiduciary duties by adopting it.

The poison pill, adopted in late...

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