Williams Cos. S'holder Litig (Del. Ch. 2021)

Questions:

1. Instead of applying Unocal, could the Chancery Court have reviewed the pill under other standards of review? Would the application of these alternative standards have altered the outcome of the case?
2. One of the Williams board’s main motivations for the adoption of the pill was directors’ concern over activists engaging in “‘short-term’ agendas.” Do you find this concern compelling? How does Vice Chancellor McCormick respond to it?
3. Recall that Moran approved the use of a clear-day anti-takeover pill. By contrast, VC McCormick invalidates the Williams pill in part because Williams did not face a tangible threat of shareholder activism. What, if anything, justifies this disparate treatment of anti-takeover and anti-activist pills?
4. Under what circumstances, if any, would it be permissible for a board to deploy a pill similar to the one adopted by Williams?

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