notice of annual general meeting., page-25

One of the catches of Delaware law is that certain insiders (I have never been able to find out who) are forbidden to vote on takeovers They usually get around this by obtaining 15% of the company and putting it into either a friendly third party or some sort of trust . With the 15 % tied up in some way the company is a very difficult take over target


"In the late eighties the Supreme Court upheld the constitutionality of state takeover laws, the most important being Delaware's merger moratorium law. This law prohibits a hostile acquirer from formally merging with the target for at least three years after buying a controlling interest. Widely regarded as a major deterrent, the Delaware law has an exception if the hostile bidder can acquire more than 85 percent of the target's stock, excluding shares held by inside managers and by certain kinds of employee stock-ownership plans. Since the law passed, Delaware-incorporated companies (which account for the majority of medium-size and large public companies in the United States) have engaged in various kinds of transactions to "lock up" more than 15 percent of stock in friendly hands, rendering these companies "bullet-proof" under Delaware law. "

http://www.econlib.org/library/Enc1/TakeoversandLeveragedBuyouts.html

Unfortunatly The nasdaq disclosure requirements do not seem to be adequate enough to show if this is occurring
Also unfortunatly as a result of watching Felix sold off for less than I believe it was worth I have little trust in directors at some stage acting in their own interests by taking the money and running I am well aware that Alan Shortall is in a position ,if he controls his stock, to block a takeover and strongly influence a successfull one .

Anotgher requirement of Delaware Law is that when a takeover offer is recieved the Directors must hold an auction of the company
http://www.market-design.com/files/98palgrave-auctions-and-takeovers.pdf

It should also be remembered that Sanofi have a big say in any takeover by being required to make a counter bid to any offer and if there is a counter bid to that they are required to make a further offer

In summary Alan Shortall is probably in a strong position to have a major say against a takeover and in favour of one.
Sanofi will act to protect its own interests This may involve a serious counter offer or a dummy one However the directors are required to act in such a way that the sale price is maximised should it occur