News & Analysis as of

Corporate Governance Poison Pill

Brownstein Hyatt Farber Schreck

Nevada Corporation and LLC Law Amendments Include Innovations for Public Companies

With broad bipartisan support emblematic of the state’s pro-business atmosphere, the Nevada Legislature has approved—and Gov. Joe Lombardo has signed—Assembly Bill No. 126 (AB 126)....more

Smith Anderson

Institutional Shareholder Services and Glass Lewis Update Proxy Voting Guidelines for 2023

Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Akin Gump Strauss Hauer & Feld LLP

Facts Matter: A Fresh Look at Rights Plans and Fiduciary Duties

In mid-March 2020, concerned about opportunistic activist stockholders, a precipitous decline in oil prices and corresponding stock volatility, as well as uncertainty created by the unprecedented COVID-19 pandemic, the board...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court Enjoins an ‘Extreme’ Stockholder Rights Plan

On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill” — with a 5% trigger that The Williams Companies, Inc....more

Goodwin

ISS 2021 Policy Updates On Federal Forum And Exclusive State Law Forum Provisions, Board Diversity And Other Matters

Goodwin on

Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more

Morrison & Foerster LLP

ISS Provides A Roadmap For The 2021 Proxy Season

Morrison & Foerster LLP on

Institutional Shareholder Services (ISS) has recently provided guidance outlining its approach to proxy voting advice for the 2021 proxy season. ISS adopted updates to its Benchmark Proxy Voting Guidelines (Voting Policy),...more

Latham & Watkins LLP

Considerations for REITs in Adopting a Poison Pill in Response to the COVID-19 Crisis

Latham & Watkins LLP on

REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan. Key Points: ..Unprecedented market volatility and investor uncertainty due to the coronavirus...more

WilmerHale

COVID-19: M&A Considerations During the COVID-19 Pandemic

WilmerHale on

The outbreak of COVID-19 and the efforts around the globe to contain its spread have resulted in dramatic business disruptions and economic turmoil, raising many new considerations for parties participating in proposed or...more

Pillsbury Winthrop Shaw Pittman LLP

Protecting Shareholder Rights During the COVID 19 Pandemic

Boards may want to consider adopting or placing “on the shelf” a shareholder rights plan (or “poison pill”) to address the recent collapse in equity values and resulting vulnerability. Because of the current unprecedented...more

Fenwick & West LLP

Considerations in Adopting Poison Pills in the COVID-19 Environment

Fenwick & West LLP on

Market volatility arising from the COVID-19 pandemic may lead to increased hostile takeover activity and shareholder activism as some companies experience market valuations that they believe are not reflective of their...more

WilmerHale

COVID-19: Revisiting Shareholder Rights Plans

WilmerHale on

The turmoil in US equity markets created by the COVID-19 pandemic has resulted in many companies facing depressed stock prices, leaving them vulnerable to unsolicited acquisition proposals or activist activity, which has led...more

Smith Anderson

Poison Pills in Response to the COVID-19 Pandemic

Smith Anderson on

In light of the precipitous decline in the stock market since the beginning of the coronavirus (COVID-19) pandemic, public companies should consider whether their existing corporate governance structures enable them to...more

Latham & Watkins LLP

Proactively Adopting a Poison Pill in Response to the COVID-19 Crisis

Latham & Watkins LLP on

Tailored considerations for boards of directors and management in the current environment. Key Points: ..Hostile takeover activity and stockholder activism often correspond with or follow periods of extreme market...more

Akin Gump Strauss Hauer & Feld LLP

Preserving Stockholder Value in a Volatile Market

In the wake of COVID-19, global stock prices have plummeted. Yet, the current depressed state of the markets may distort the long-term outlook of many businesses. Hostile bidders and unwelcome activists may capitalize on this...more

Akin Gump Strauss Hauer & Feld LLP

ISS Launches New Online Communications Portal, Updates U.S. Voting Policy FAQs

New ISS Help Center - On April 9, 2018, Institutional Shareholder Services Inc. (ISS) launched a new online communications portal, the ISS Help Center, to provide a simplified interface for submitting questions to ISS...more

Stinson - Corporate & Securities Law Blog

ISS Seeks Comment on Updated Policies Including Gender Pay Gap

ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more

Latham & Watkins LLP

The Resilient Rights Plan: Recent Poison Pill Developments and Trends

Latham & Watkins LLP on

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

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