Bentonville Startup Attorneys & Lawyers

Poison Pill: What Is It?

A poison pill is a defense tactic companies use to deter or prevent hostile takeovers. These "shareholders rights plans" often threaten to dilute the price of stock enough to give the target company time to find alternative bids. It creates a cost that the purchasing company will have to pay after they've taken over. It also dilutes the value of the acquiring company's stock, to make taking over less appealing.

One company tries to wage a hostile takeover of another company by buying a large percentage of those shares. The company being taken over is called the target. The company or wealthy individual trying to take over is often called a corporate raider. The term poison pill does not refer to the target company harming their own interests. Instead, they're harming the corporate raider's interests.

Typically, corporate raiders try to increase a company's stock price when they acquire the company because

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What Is a Pass-Through Entity?

Pass-through entities are structured entities that offer business owners a more favorable tax rate while still protecting the owner or members from personal liability. For federal income tax purposes, types of pass-through entities include sole proprietorships, partnerships, LLCs, and S Corporations.

Because pass-through entities do not pay income taxes on a corporate level, they can provide an alternative to the double taxation that occurs in a Corporation

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It used to be that initial public offerings (IPOs) were reserved for high tech, healthcare and larger retail companies, but that is no longer the case. There are many sectors that now take advantage of this tool, so it pays to be more aware of some of the intricacies involved in the IPO process. Let's start by defining some relevant terms:

What is an IPO?

An IPO is the process of taking a private company and making it public. Essentially, when a private company participates in an IPO, they sell shares to the "general public" for the first time, and invite investment from outside their inner circle of employees and investors. The reality is that most of those initial shares issued by the company will be bought by institutional invest

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Updated June 24, 2020:

How Many Shares Does a Company Have?

Typically a startup company has 10,000,000 authorized shares of Common Stock, but as the company grows, it may increase the total number of shares as it issues shares to investors and employees. The number also changes often, which makes it hard to get an exact count.

Shares, stocks, and equity are all the same thing. A share is one piece of ownership in a company. When you own shares, you are a shareholder. Owning shares in a company gives you the right to your part of the company's earnings and everything it owns. The more shares you own, the bigger the part of profits you're entitled to.

When a company starts up, owners must choose an amount of stocks to authorize. This is the total amount of stocks the company will i

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If your company sells securities, you have a duty to keep investors informed. Often, this is done through your quarterly and annual reports. Other events may need to be reported on Form 8-K.

What Is Form 8-K?

The form's official title is "Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934." It is used to report material events affecting a company subject to SEC oversight.

An event is material when it could affect a reasonable shareholder's investment decision. This includes:

Acquisition of or by another company.

Bankruptcy.

Corporate restructuring.

Changes to the board of directors.

Changing the fiscal year.

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