Criterion Properties plc v Stratford UK Properties LLC [2004] UKHL 28 is a leading UK company law concerning takeover defences that a board of directors may employ to prevent a bidder buying shareholders' shares without the board's consent.
It held that it is an improper use of a directors' power to frustrate a takeover bid through issuing a poison pill.
If the managing director or the chairman (Rolf Nordstrum) left office, or if there was a takeover, the company would owe a crippling payment to a Criterion Properties through a put option.
Quoting from Megarry VC's judgment in Cayne v Global Natural Resources Plc, he argued that the refusal to consider such reasons must not be taken too far and that the board must have authority to interfere with these constitutional rights where the threat is big enough.
The House of Lords held that the case should be remitted to trial, to determine whether the directors had the authority to issue a poison pill.