Hostile Takeover

News & Analysis as of

Singapore Legal Update - October 2015

The MAS’s consultation paper proposal to clarify that there is no requirement of material price impact to establish a case of false or misleading disclosure under section 199 of the SFA will have an impact on the way company...more

2015 Guide to Acquiring US Public Companies

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Defending Against The Hostile Bid: Lessons Learned From Allergan

Readiness, a strong board and delivering good value are the best strategies to thwart activist investors say Latham & Watkins partners Cary Hyden, Paul Tosetti, Michele Johnson and Mark Gerstein in discussion with Allergan’s...more

Orrick Technology IPO Insights - Q2 2015

After a slow start to initial public offerings in the first quarter of 2015, overall IPO activity began to pick up in the second quarter. However, concerns about turmoil in Greece, market declines in China and questions about...more

Guide To Doing Business in Australia - Regulation of Foreign Investment (Updated)

REGULATION OF FOREIGN INVESTMENT - One of the first matters a foreign investor must consider when planning to invest in Australia is the impact of Australia’s foreign investment policy. REGULATION - Foreign...more

Blog: Will Congress Shorten The 10-Day Window Applicable To Filing Schedule 13D?

Several public watchdog organizations have sent a letter to the leaders of two congressional committees urging that Congress take action to shorten the 10-day filing period applicable to Schedule 13D....more

The CSA Announces Proposed Amendments to the Take-Over Bid Regime

On March 31, 2015, the Canadian Securities Administrators (CSA) announced the publication of proposed amendments to the Canadian take-over bid rules....more

"M&A Activity Jumps to Levels Unseen Since Before Global Financial Crisis"

Global M&A activity jumped in 2014, with over 40,000 tracked transactions totaling approximately $3.5 trillion in value. This represents the biggest year for M&A since 2007, the last year before the impact of the global...more

Takeover Monthly, 2014/10: Current public tender offers under the German Securities Acquisition and Takeover Act

Current offers in the sign of confrontation - ..The two current offers, the mandatory offer to the shareholders of C.A.T. oil AG and the takeover offer for shares of Hawesko Holding AG, are unsolicited offers. Takeover...more

Study Concludes ISS Data on Voting Against Hostile Takeovers is Flawed

On October 22, 2014, ISS published a note on the financial consequences for shareholders to vote “NO” to a proposed hostile takeover. ISS claimed to have demonstrated that those shareholders who voted “No” to a proposed...more

In re Allergan, Inc. S’holder Litig., C.A. No. 9609-CB (Del. Ch. Nov. 7, 2014) (Bouchard, C.)

In this Memorandum Opinion, the Court of Chancery denied plaintiffs’ motion for partial summary judgment, holding that (i) plaintiffs’ request for declaratory relief regarding whether certain certificate of incorporation and...more

Takeover Makeover

A New Breed of Activist is Attracted to Tech and Life Sciences Companies - First there were the pirates of the 1980s and their swashbuckling raids of RJR Nabisco and other corporate booty. In the 1990s, blue chip...more

M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their...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

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