You do not need to have a shareholder vote to set up a shareholder rights plan, just the current board (see highlighted part below).  It is often used to avoid a hostile takeover as it can be set up quickly.  The example I used T.PTQ had set up a shareholders rights plan and the hostile takeover attempt was by Inmet, who is building a very large ($6BILLION) copper project in Panama and needs some of T.PTQ's land, the hostile takeover failed.  The ironic thing, soon after Inmet had to adopt it's own shareholders rights plan as all of a sudden they had become a target of a hostile takeover by First Quantum.  BTW: T.PTQ's land is essential to complete this $6 Billion copper mine and shareholders already turned down .65 share and S/P now back to .45.  More offers by more than one company are expected, this is the position we want BGM in. 




A shareholder rights plan, also known as a "poison pill", is one of the most effective defense tactics available to publicly traded corporations. A poison pill is designed to make the transaction being pursued by a hostile bidder extremely unattractive from an economic perspective, compelling the bidder to negotiate with the target's Board of Directors.

Generally, a poison pill issues rights to all existing shareholders, with the exception of the hostile suitor, to acquire stock of the target (or of the aggressor upon a subsequent merger) at prices significantly below market. These rights are triggered by certain specified events, such as the announcement of a cash tender offer or the acquisition by an outsider of a specified percentage of the target's shares. Thus, a poison pill is effective because it dilutes the economic interest of the hostile suitor in the target, making the transaction both economically unattractive and impractical if pursued on a hostile basis. Here is latest on the Inmet shareholders rights plan and below it a cut from the article I originally posted.  BGM should do this ASAP then all shareholders have same rights, the hostile group cannot just offer special deals to the big guys.

Mechanics of a Rights Plan

A typical rights plan follows a distinct sequence: adoption, distribution (if triggered), redemption, and expiration. Adoption of the plan only requires a vote by the Board of Directors. Typically, the Board approves an issue of one right for each outstanding share of its common stock. Once approved, each right entitles the holder, upon occurrence of certain events, to purchase common or participating preferred stock of the company ("flip-in") or common stock of the acquirer ("flip-over") at a predetermined exercise price. The rights initially are attached to and trade with the company's common stock. Currently, the most widely used poison pills are "call plans" that combine the following features: