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Delaware Paves the Way for the Use of Blockchain Technology

Following last May’s announcement of the “Delaware Blockchain Initiative” by former Delaware Governor Jack Markell, on March 13, 2017, the Corporate Council of the Corporation Law Section of the Delaware State Bar Association...more

Delaware Paves the Way for the Use of Blockchain Technology

Following last May’s announcement of the “Delaware Blockchain Initiative” by former Delaware Governor Jack Markell, on March 13, 2017, the Corporate Council of the Corporation Law Section of the Delaware State Bar Association...more

Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under...more

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

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

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

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

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

“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

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

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

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

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

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

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

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