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Ask HN: Structure a company so that it legally cannot be acquired by Facebook?

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Re: Ask HN: Structure a company so that it legally cannot be acquired by Facebook?

#11
See Poison Pill (https://corporatefinanceinstitute.com/resources/knowledge/de...)

tldr; A poison pill is a shareholder rights plan or other strategy that can be used to fend off an acquirer or force them to the negotiating table.

Cited article has examples of hostile takeover bids thwarted using Poison Pills from '80s used in the Oil industry to Netflix in 2012.

It is not a total ban on acquisition but more of a strategy to help the board with a negotiating tool.

Re: Ask HN: Structure a company so that it legally cannot be acquired by Facebook?

#12
post #9

> Is there any way to structure a company, or something we can do, so that it legally cannot be acquired by Facebook? Something beyond just making a pledge. Sure. Write it into the articles of incorporation. You could even require unanimous shareholder approval to change that clause. Of course, if you're the sole shareholder, you can still unilaterally change those terms. But presumably that's not the case that needs…

> Write it into the articles of incorporation. You could even require unanimous shareholder approval to change that clause. can you write it in such a way as to prevent any future shareholders from changing it without dissolving the company?

In the US, not as far as I know, but I'm not an expert. In general, someone needs to be able to modify formation docs and generally that's shareholders. It's probably possible to attach that right to a certain share class (rather than all shareholders), but I don't think it can be eliminated entirely.

Re: Ask HN: Structure a company so that it legally cannot be acquired by Facebook?

#13
Just a crazy idea from a stupid engineer: can't you license all your code into a license that doesn't allow it to be used by Meta? Have some external entity own part of the copyright so Meta would need its authorization before changing the license (then you make sure such external entity will never grant such license).
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