Kirkland M&A Update Kirkland & Ellis LLP

M&A Update: “No Mas” to “Just Say No”?

In this issue of M&A Update, partners David Fox and Daniel Wolf discuss why recent takeover battles are bringing into question the continued vitality of the "just say no" defense, which allows boards of directors of target companies to combine refusal to negotiate and an unwillingness to waive structural defenses (such as a poison pill or Section 203 of the Delaware corporate code) to frustrate advances from unwanted suitors.