Mentor Graphics Board Adopts a Different Takeover Mechanism

March 24, 2011

I’ve posted (a bunch) about poison pill provisions as a defense to corporate takeovers.  As the NY Times Dealbook reports, Mentor Graphics, on the other hand, is trying to subvert a takeover from Carl Icahn in a different manner.  Specifically, Icahn is trying to nominate directors that he can control over the directors that are already in place.  Mentor has waged a proxy war on Icahn with stating:

The Icahn Entities are attempting to replace your directors, who have supported Mentor’s successful strategy, with nominees who have, in our opinion, preconceived notions of what is right for you and who do not have the collective knowledge, skill and experience of your current board of directors.

A little psychology goes a long way.  But the board also made a savvy move in that it also changed some of its board member election procedures to keep Icahn’s board members out.


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