Black & Decker said it would ask the court to invalidate the recapitalization and the anti-takeover measures.

Webb earlier this month had adopted an anti-takeover measure, or "poison pill."

Terms of the Plan The anti-takeover measure would take effect if any shareholder's stake were to exceed 20 percent.

The fund managers say they want more influence in such key decisions as the election of directors, anti-takeover measures and asset sales.

Making Paramount even more attractive is that it has virtually no anti-takeover measures.

About 300 large companies have adopted similar anti-takeover measures.

The Pennsylvania House passed the nation's toughest anti-takeover measure yesterday by an overwhelming vote of 182 to 10.

Shareholders of International Paper rejected a resolution calling for a vote on the company's anti-takeover measures.

The anti-takeover measure is formally known as a shareholder rights plan.

He would face an uphill battle in the face of anti-takeover measures adopted last year by the company.