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DOJ Suit Against ValueAct Shines Spotlight on HSR Requirements for Shareholder Activists

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

The Resilient Rights Plan: Recent Poison Pill Developments and Trends

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

Hushmail: Are Activist Hedge Funds Breaking Bad?

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

Third Point LLC v. Ruprecht — Activism Confronts the Rights Plan

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

In re Orchard Enterprises, Inc. Stockholder Litigation, C.A. No. 7840 (Del. Ch. Feb. 28, 2014)

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

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Poison Pill [Video]

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

2/4/2014  /  Poison Pill

A Look at Tender Offers Under Section 251(h) of Delaware Law

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

12/11/2013  /  Shareholders , Tender Offers
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