Unisuper Ltd. v. News Corporation

To overcome institutional shareholder opposition to reincorporating in Delaware (which, unlike Australian law, doesn't require shareholder approval for poison pills), News Corp (defendant) publicly committed via press release and shareholder letter to a board policy letting any poison pill lapse after one year absent shareholder approval and barring the board from simply re-adopting substantially similar pills to evade that requirement; shareholders approved the reincorporation, but after adopting a poison pill in response to a hostile bid, the board renewed it the following year without seeking shareholder approval, prompting shareholders (plaintiffs) to sue for breach of contract, fraud, and breach of fiduciary duty.