Hostile Takeover

News & Analysis as of

OSC Rejection of Insider Trading Allegations Emphasizes Prosecution Difficulties

On August 26, 2014, a panel of the Ontario Securities Commission (the “panel”) released its highly anticipated decision involving allegations of insider trading, tipping and conduct contrary to the public interest in...more

Recent Practical Effects of “Just Saying No”

In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders’ advances. Traditionally, the board-friendly Delaware approach,...more

The Resilient Rights Plan: Recent Poison Pill Developments and Trends

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

Hushmail: Are Activist Hedge Funds Breaking Bad?

Increasingly, some activist hedge funds are looking to sell their stock positions back to target companies. How should the board respond to hushmail? The Rise and Fall of Greenmail - During the heyday of...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

Changes to French takeover rules

A new French law, the “Law to recapture the real economy” (“Loi visant à reconquérir l’économie réelle” or “Loi Florange”) (the Law), was made on 1 April 2014. The Law makes good a promise, made by François Hollande in...more

I’m Ready For My Close-Up: SEC Puts The Focus On Moviemaker Over Hostile Takeover Maneuvers

In a story right out of the movies, complete with “poison pills” and “white squires,” the SEC announced on March 13, 2014 that motion picture company Lions Gate Entertainment Corporation settled charges that it failed to...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

“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

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

AMF Publishes Consultation Paper On Alternative Approach To Securities Regulators’ Intervention In Defensive Tactics

Further to an earlier post, the Autorité des marchés financiers (“AMF”) has published a consultation paper (the “AMF Proposal”) inviting comments on an alternative approach to that contemplated by the Canadian Securities...more

The CSA Proposes a New Framework for Shareholder Rights Plans and Amendments to the Early Warning Reporting Regime

Last week, the Canadian Securities Administrators (CSA) published a proposed new regulatory framework for shareholder rights plans under National Instrument 62-105 Security Holder Rights Plans, and significant changes to...more

In re BioClinica, Inc. Shareholder Litigation

In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have...more

New Rights Plan and Defensive Tactics Proposals Shift Canadian M&A Landscape

A newly-proposed Canadian Securities Administrators (CSA) rule on shareholder rights plans and an alternative proposal on defensive tactics from the Autorité des marchés financiers (AMF) of Quebec would, if adopted, each...more

Skadden's 2013 Insights: Global M&A

M&A activity in 2012 continued to be constrained by uncertain macroeconomic conditions, which have dampened dealmakers’ confidence. Although there were several bright spots in transactional activity, momentum was difficult to...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

16 Results
|
View per page
Page: of 1