In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or...more
Our M&A team is honored to have represented clients in some of the most compelling transactions in 2023—from advising SoftBank on two acquisitions of public companies in the robotics space, to partnering with sustainable food...more
2/2/2024
/ Aiding and Abetting ,
Antitrust Provisions ,
Artificial Intelligence ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Export Controls ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
National Security ,
Private Equity ,
Representations and Warranties ,
Shareholder Activism ,
Shareholders ,
Target Company ,
Technology ,
Vertical Mergers
The general notion among M&A practitioners is that time kills deals. That is even more the case in public deals and even more so in a stock-for-stock deal. To be sure, for each day the deal is not signed, the risk grows that...more
Shareholder activism continued unabated in 2022 and we see very little to suggest that will change in 2023. Overall, the number of activist campaigns were up 36% in 2022. However, activists continue to struggle to...more
On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered...more
The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years.
The collapse in public company equity values during the inception of the COVID-19...more
2/25/2021
/ Activist Investors ,
Beneficial Owner ,
Bifurcation ,
Business Ownership ,
Carve Out Provisions ,
Controlling Stockholders ,
Coronavirus/COVID-19 ,
Corporate Executive Boards ,
Grandfathering Rules ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Hostile Takeover ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Offers ,
Passive Investments ,
Poison Pill ,
Premerger Notifications ,
Protected Concerted Activity ,
Rights Plan ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Triggering Event
The fifth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The fourth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The third of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles,[1] a shareholder rights plan is a protective measure used by a public...more
The second of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a defensive measure used by a public...more
The first of a six-part series examining six specific and evolving rights plan provisions.
An increasing number of companies are choosing to adopt shareholder rights plans (otherwise known as “poison pills”) in response to...more
5/28/2020
/ Acquisitions ,
Board of Directors ,
Carve Out Provisions ,
Coronavirus/COVID-19 ,
Exceptions ,
Hostile Takeover ,
Mergers ,
Poison Pill ,
Publicly-Traded Companies ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Takeovers
Over the last month, each of the major stock market indices has experienced extreme volatility and a broad-based decline in value, largely in response to the coronavirus pandemic. The bellwether Dow Jones Industrial Average...more
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
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
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
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
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