Enough carrots; here comes the stick
InBev has been silky smooth in all of its communications with the Anheuser-Busch board, but a legal action today is a strong signal that it’s willing to commence a hostile takeover. InBev says in a press release that it has filed a case in Delaware Chancery Court
seeking a judgment to confirm that shareholders acting by written consent may under Delaware law remove without cause all thirteen of the present Anheuser-Busch directors, including the five elected in 2006. Under the Charter of Anheuser-Busch and as a matter of Delaware law, it is clear that the eight directors elected after 2006 are subject to removal without cause through the written consent procedure; the filing seeks to confirm that, as InBev strongly believes, the directors elected in 2006 are also now subject to removal through that same mechanism.
The written-consent procedure is a rather obscure provision of corporate bylaws, but it’s a potentially powerful way for InBev to oust A-B’s directors. Sounds like the “friendly” suitor is about ready to take off the gloves.
(3 votes, average: 4 out of 5)
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David Nicklaus has covered St. Louis business for more than 25 years. His column appears three days a week on the Post-Dispatch business page. 
It’s on.