Enrico Granata

Enrico Granata

Morrison & Foerster LLP

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Just in Time for Proxy Season, SEC Provides New Guidance on Shareholder Proposal “Unbundling”

The U.S. Securities and Exchange Commission (SEC) staff recently issued several Compliance and Disclosure Interpretations (C&DIs) providing guidance as to when it is permissible under Rule 14a-4(a)(3) (and its companion rule,...more

2/27/2014 - Bundling Rules Proxy Season SEC Securities Exchange Act

The “Pac Man” Defense Makes a Return Appearance

The recently launched Pac Man counteroffer by The Men’s Wearhouse, Inc. in response to a prior unsolicited offer by Jos. A. Bank Clothiers, Inc. provides a good opportunity to review the use and legal implications of the...more

1/28/2014 - Hostile Takeover Jos. A. Bank The Men's Wearhouse

“Greenmail” Makes a Comeback

The much-maligned 1980s tactic of “greenmail” appears to have made a comeback in 2013. “Greenmail” has generally been defined as the practice of purchasing enough shares in a company to threaten a takeover, and then using...more

12/20/2013 - Corporate Governance Excise Tax Greenmail Hostile Takeover Investors Proxy Contests Shareholders

Activists Increasingly Seek a “Second Bite at the Apple”

In recent proxy seasons we have noticed an increase in the frequency of “second bite” proxy contests. These situations can take various forms, including (i) a second proxy contest by an activist that reached a settlement with...more

11/26/2013 - Non-Disparagement Provisions Proxy Contests Settlement

Creeping Takeovers and Fiduciary Duties – A Recap

In In re Sirius XM Shareholder Litigation, Delaware Chancellor Strine dismissed a complaint that the Sirius board had breached its fiduciary duties by adhering to the provisions of an investment agreement with Liberty Media...more

10/18/2013 - Acquisitions Breach of Duty Fiduciary Duty Shareholder Litigation Shareholders

Bill Ackman’s Resignation from J.C. Penney Board Serves as Reminder of Challenges for Both Activists and the Boards They Sit On

In the March issue of Unsolicited Views, we published an article entitled “Practical Tips on Board Confidentiality.” In that article, we warned that “the increasing number of board members selected by activists and other...more

8/20/2013 - Board of Directors Confidential Information Fiduciary Duty JCPenney Public Disclosure Shareholders

Recent Cases Serve as a Reminder of the Potential Impact of HSR Reporting Requirements and Other Key Disclosure Rules on...

Two recent enforcement actions by the Department of Justice and the Federal Trade Commission (the “FTC”) confirm that there is continuing attention in the United States on compliance by investors with the reporting...more

7/18/2013 - Antitrust Litigation Civil Monetary Penalty Compliance Disclosure Requirements DOJ FTC Hart-Scott-Rodino Act Investors Reporting Requirements

Practical Tips on Board Confidentiality

Heightened stockholder engagement and influence, a proliferation in the availability of third-party information (including through social media) and a desire for greater corporate transparency and accountability have...more

3/19/2013 - Board of Directors Confidentiality Policies Corporate Governance Data Breach Data Protection Disclosure Requirements Shareholders

In re BioClinica, Inc. Shareholder Litigation

In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have...more

3/19/2013 - Confidentiality Agreements Hostile Takeover Poison Pill Shareholder Litigation Shareholder Rights Standstill Agreements Tender Offers

“Short Slate” Rules: A Recap

“Short slate” proxy contests (i.e., contests where a dissident is soliciting proxies in support of nominees that, if elected, would constitute a minority of the board of directors) are expected to continue to be popular...more

2/15/2013 - Dissident Shareholders Proxy Contests Proxy Season Shareholders Short Slate Rules

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