Spencer Klein

Spencer Klein

Morrison & Foerster LLP

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Recent Developments Relating to Hostile Deals in the US

In November 2013, Men’s Wearhouse made an unsolicited offer to acquire Jos. A. Bank, just weeks after rejecting a hostile offer from Jos. A. Bank. Jos. A. Bank initially rejected the “Pac Man” counteroffer, but ultimately...more

6/2/2014 - Acquisitions Bylaws Delaware General Corporation Law Greenmail Hostile Takeover Jos. A. Bank Pac Man Shareholder Votes The Men's Wearhouse

Activist Hedge Funds Find Myriad Ways to Profit from M&A Transactions

Activist hedge funds continue to find ways to use public M&A transactions as a tool to generate returns for their investors. As a result, market participants need to consider potential activist strategies in determining how...more

5/29/2014 - Hedge Funds Investors Market Participants

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

Using Contingent Consideration to Bridge the Value Gap in Acquisitions of Publicly Traded Life Science Companies

M&A activity remains in the doldrums as we enter 2014. According to FactSet Mergerstat, in 2013, 446 transactions were announced involving a U.S. buyer or target in the life sciences sector, as compared to 527 in 2012. Many...more

2/27/2014 - Acquisitions Life Sciences Pharmaceutical

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

Spencer Klein Talks M&A with Mergers & Acquisitions Magazine [Video]

Spencer Klein Talks M&A with Mergers & Acquisitions Magazine....more

10/24/2013 - Japan Private Equity

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

The Deal's 2nd half M&A scene: Interview with Spencer Klein, Morrison Foerster [Video]

Spencer Klein of Morrison Foerster sits with The Deal to talk about major mergers and acquisitions---and how private equity came to find itself on the sidelines. For M&A, the second half of 2013 should pick up compared to...more

9/24/2013 - Acquisitions Healthcare Life Sciences Mergers Technology Telecommunications

Insights From Two Recent Successful Proxy Contest Defenses

In most recent situations in which activist shareholders have sought board representation, the activist has achieved its objective – either by negotiation and settlement with the issuer or by taking the matter to a vote and...more

9/23/2013

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 Shareholder Activism

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

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