Mark Gerstein

Mark Gerstein

Latham & Watkins LLP

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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

7/8/2014 - Board of Directors Corporate Governance Hostile Takeover Poison Pill Shareholder Activism Shareholder Rights Shareholders

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

6/24/2014 - Activist Hedge Funds Board of Directors Buyback Programs Greenmail Hedge Funds Hostile Takeover Stocks Target Company

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

5/15/2014 - Board of Directors Proxy Contests Shareholder Litigation Shareholders Sothebys

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

3/11/2014 - Controlling Stockholders Mergers Shareholder Litigation Shareholders

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