Tailored considerations for boards of directors and management in the current environment.
Key Points:
..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more
This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction.
In addition to market dynamics and business...more
1/14/2020
/ Acquisition Agreements ,
Acquisitions ,
CFIUS ,
Complex Corporate Transactions ,
Corporate Financing ,
Due Diligence ,
Hart-Scott-Rodino Act ,
Hostile Takeover ,
Mergers ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Risk Management ,
Shareholder Approval ,
Shareholder Litigation ,
Shareholders ,
Strategic Planning ,
Target Company
Suit signals potential consequences for activist investors who rely on the HSR “solely for purposes of investment” exemption.
On April 4, 2016, the U.S. Department of Justice (DOJ) sued certain ValueAct Capital entities...more
4/18/2016
/ Baker Hughes ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Halliburton ,
Hart-Scott-Rodino Act ,
Investment-Only Exemption ,
Pre-Merger Filing Requirements ,
Shareholder Activism ,
Third Point ,
Yahoo!
Shareholder rights plans were developed more than 30 years ago to fend off opportunistic hostile offers and other abusive takeover transactions. Rights plans deter unauthorized stock accumulations by imposing substantial...more
Increasingly, some activist hedge funds are looking to sell their stock positions back to target companies. How should the board respond to hushmail?
The Rise and Fall of Greenmail -
During the heyday of...more
The Delaware Court of Chancery refuses to enjoin Sotheby’s annual meeting and allows Sotheby’s “poison pill” to protect against an activist’s proxy contest.
Implications for our Clients -
In a thirty year-long...more
Delaware Court of Chancery applies entire fairness review to a take-private merger with a controlling stockholder, despite approval by a special committee and a majority-of-the-minority, and holds that disclosure claims may...more
Latham & Watkins partner Brad Faris explains the M&A term poison pill, an action taken by a company to make its equity less attractive to potential acquirers in order to prevent being acquired in a hostile takeover. For...more
Latham & Watkins partner Brad Faris was among the panelists at the October 31, 2013 “Tender Offers Under the New Delaware Law” webcast sponsored by DEALlawyers.com. Faris expects that strategic buyers and private equity...more