Ted Powers III

Ted Powers III

Morrison & Foerster LLP

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Special Compensation Arrangements with Dissident Director Nominees

Certain activist shareholders involved in proxy contests have offered special compensation (e.g., a fee for agreeing to be nominated on the activist’s slate or performance-related bonuses after election) to their director...more

3/31/2014 - Compensation Agreements Directors Nominations Shareholder Litigation Shareholders

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

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

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

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

Delaware Court Finds Reverse Triangular Merger Does Not Violate Contractual Prohibition on Assignment by Operation of Law

The Delaware Chancery Court, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH (Feb. 22, 2013), held that the acquisition of a company in a reverse triangular merger did not violate a restriction in an existing...more

3/5/2013 - Assignments Reverse Triangular Mergers

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