It’s Not the Time to Fight Over Poison Pills

In an ordinary April, Corporate America would now be gearing up for proxy season, preparing for annual meetings and arguing with activist investors over strategy. Instead, companies find themselves on the front lines of the coronavirus crisis, facing difficult choices about how best to protect workers, investors, and their businesses from the virus and its fallout.

Among the issues normally debated at spring shareholder meetings is the use of anti-takeover measures that critics say make it harder for activist investors to hold management accountable, or to push management to shift strategic direction. Supporters of these measures say that they are necessary because they allow firms to make long-term investments. Those debates have been hard-fought for years, and there are ordinarily strong arguments for and against limiting these defensive measures. But whatever one’s view of them, everyone should recognize that this is no ordinary moment. Management needs flexibility now to take the extraordinary actions required by this crisis.