Enrico Granata

Enrico Granata

Morrison & Foerster LLP

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Poison Pills with Lower Ownership Thresholds for Activist Investors Come Under Attack

On March 25, 2014, Daniel Loeb’s Third Point LLC filed suit against Sotheby’s and its directors in Delaware’s Court of Chancery to invalidate Sotheby’s poison pill. The board of Sotheby’s adopted the poison pill this past...more

4/28/2014 - Board of Directors Minority Shareholders Poison Pill Professional Liability Shareholder Litigation Shareholders Sothebys

“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

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

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

“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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