Tim Worstall explains that corporate “poison pills” — which make a corporate takeover more expensive — are Poisoning Shareholders by allowing managers to overpay themselves:
[B]ack in the 1950s and 60s, when there was a fairly unregulated market for corporate control, managers could not pay themselves huge sums in this manner because someone could and would come along and buy the company and throw the bums out. Now that those poison pills form the corporate defenses they can’t, or at least only at vastly greater cost. If we accept, as I do, that people will broadly do whatever they can get away with in their own self-interest then there is absolutely no surprise in the finding that executive pay has risen.