First Gen’s “poison pill” may be dressed up as a key-man clause. But for investors, its real meaning is simpler: the company has tied billions of pesos of shareholder value to the continued primacy of one executive in the middle of an active family power struggle. Enrique Razon Jr’s compliment to Federico “Piki” Lopez was flattering enough. Prime Infrastructure, First Gen says, insisted on a “change of management control” clause because it trusted Mr. Lopez and his team to execute two large pumped-storage hydro projects safely, efficiently, and on schedule. First Gen has even cast the arrangement as a “vote of confidence” from Mr. Razon — proof, in effect, that the company’s leadership was indispensable. Yet the test of fiduciary responsibility is not whether a chief executive is admired by a counterparty. It is whether he converts that admiration into terms that protect the owners of the company he serves. On that standard, First Gen’s defense of its so-called poison pill ...