REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan.
Key Points:
..Unprecedented market volatility and investor uncertainty due to the coronavirus...more
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
The message that environmental, social, and governance issues can drive stockholder value resonates ever more clearly today.
In 2017, Latham lawyers discussed how directors can use environmental, social, and governance...more
In a spin-off, a public company separates one or more of its businesses into new, publicly traded companies. For the public company that initiates it, a spin-off can achieve a number of critical business and financial...more
10/11/2019
/ Board of Directors ,
Capital Markets ,
Capital Structures ,
Corporate Governance ,
Corporate Taxes ,
Form 10-K ,
Initial Public Offering (IPO) ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Rights ,
Tax-Free Spin-Offs
Tax reform plans would fundamentally alter the landscape for key business decisions, impacting a business’ legal, finance, corporate development and other divisions, as well as tax groups.
Key Points:
..Tax reform...more
Preparation, two-way communication, targeted proactive engagement and choosing the right director for the job are the keys to a successful engagement strategy, say Latham & Watkins partners Mark Gerstein and Steve Stokdyk in...more
Changes could reduce regulatory uncertainty for Chinese investors, potentially spurring significant increases on outbound Chinese investment, especially in sensitive industries.
Summary -
Continuing a policy of...more
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!
Readiness, a strong board and delivering good value are the best strategies to thwart activist investors say Latham & Watkins partners Cary Hyden, Paul Tosetti, Michele Johnson and Mark Gerstein in discussion with Allergan’s...more
As shareholder activists continue to gain access to the boardroom with unprecedented frequency, it is more important than ever for executives and directors to be prepared for the possibility and have strategies in place to...more
In determining fair value, Delaware Court of Chancery and Delaware Supreme Court take cues from deal price.
On February 12, 2015, the Delaware Supreme Court affirmed the Court of Chancery’s ruling in Huff Fund Investment...more
Activism has become omnipresent and now targets virtually every industry sector regardless of a company’s size. The number of campaigns are up, the amount of capital allocated to activism is at an all-time high and activists...more
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