MENTOR GRAPHICS CORPORATION, an Oregon corporation, and MGZ Corp., a Delaware corporation, Plaintiffs,
v.
QUICKTURN DESIGN SYSTEMS, INC., a Delaware corporation, Keith R. Lobo, Glen M. Antle, Richard C. Alberding, Michael R. D'Amour, Yen-Son (Paul) Huang, Dr. David K. Lam, William A. Hasler, and Charles D. Kissner, Defendants.
Howard Shapiro, Plaintiff,
v.
Glen M. Antle, Keith R. Lobo, Richard C. Alberding, Michael R. D'Amour, Yen-Son Huang, David K. Lam, William A. Hasler, Charles D. Kissner, and Quickturn Design Systems, Inc., Defendants.
Court of Chancery of Delaware, New Castle County.https://leagle.com/images/logo.png
Submitted: November 9, 1998.
Decided: December 3, 1998.
Revised: December 7, 1998.
Attorney(s) appearing for the Case
Kevin G. Abrams, Thomas A. Beck, Lisa A. Schmidt, Catherine G. Dearlove, J. Travis Laster, Thad J. Bracegirdle, Leanne J. Reese, and Dominick Gattuso, of Richards, Layton & Finger, Wilmington; Fredric J. Zepp of Latham & Watkins, San Francisco, California; and Marc W. Rappel of Latham & Watkins, Los Angeles, California, for Plaintiffs Mentor Graphics Corporation and MGZ Corp.
Norman M. Monhait, of Rosenthal, Monhait, Gross & Goddess, P.A., Wilmington, and Stanley Bernstein, of Bernstein Liebhard & Lifshitz, LLP, New York City, for Shareholder Plaintiff in Civil Action No. 16588.
Kenneth J. Nachbar, William M. Lafferty, and Donna L. Culver, of Morris, Nichols, Arsht & Tunnell, Wilmington; and James A. DiBoise and David J. Berger, of Wilson, Sonsini, Goodrich & Rosati, P.C., Palo Alto, California, for Defendants.
Court of Chancery of Delaware, New Castle County.
OPINION
JACOBS, Vice Chancellor.
In the ever-evolving field of corporate takeover jurisprudence, the defensive mechanism that has mutated more rapidly than others, and has prompted the most widespread debate, is the "poison pill" rights plan. Since making its legal debut in 1985,1 the story of the poison pill has been a work-in-progress, with each variation and innovation generating new litigation and occasions for judicial opinion...
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