Dye & Durham Ltd. DND-T is adopting a poison pill to prevent against a “creeping” takeover bid after former CEO Matthew Proud offered to buy the embattled legal software company for $10.25 a share in a complex deal backed by his brother and former chairman Tyler Proud and former board member Ronnie Wahi.

The reunion in common cause by the Proud brothers comes a year after they were on opposite sides of a bitter battle that resulted in Matt Proud’s departure from D&D and a full replacement of the board with a slate hand-picked by activist investor Engine Capital LP last December. And it comes three months after Matt Proud agreed to a standstill agreement with the company, ending his own activist campaign, after the board agreed to appoint a director of his choice and to put itself up

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