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Hostile Takeover Poison Pill

Walkers

Shareholder rights plans in Bermuda

Walkers on

In recent years, the global markets (predominantly in the US) have experienced a significant surge in hostile takeovers, largely due to the COVID 19 pandemic, which impacted public companies' equity values and ultimately...more

Paul Hastings LLP

Judicial Review of Japanese poison pills from the perspective of shareholder coercion—Between Shareholders’ meeting and Board of...

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Since 2005, Japanese courts have reviewed the legality of many poison pills and whether they can withstand the shareholder equality principle. Among those cases, of particular interest have been (a) how courts evaluate...more

Paul Hastings LLP

Reasonableness of Poison Pill Examined (3 Japanese Courts Reject Injunction)

Paul Hastings LLP on

How an anti-takeover measure can be justified has been argued in many different ways in the last 20 years. In recent significant decisions involving an injunctive motion by the acquirer triggered by the issuance of a poison...more

Troutman Pepper

Pill with 5% Trigger Too Poisonous to Address Hypothetical Stockholder Activism

Troutman Pepper on

Who Needs to Know - Boards of directors of Delaware corporations contemplating the adoption of a stockholder rights plan (a/k/a poison pill)....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

Morris James LLP

Chancery Court Strikes Down Anti-Activist Poison Pill as Unreasonably Broad

Morris James LLP on

In a recent post-trial decision the Delaware Court of Chancery upheld a stockholder challenge to a “poison pill” rights plan adopted by The Williams Companies’ board of directors, declaring the plan unenforceable and issuing...more

McGuireWoods LLP

Delaware Court of Chancery Invalidates The Williams Companies’ Poison Pill

McGuireWoods LLP on

On Feb. 26, 2021, the Delaware Court of Chancery ruled that the board of directors of The Williams Companies breached its fiduciary duties by adopting a stockholder rights plan, otherwise known as a poison pill, because the...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

Morrison & Foerster LLP

2020 Poison Pill Recap And Current Trends

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

Proskauer - The Capital Commitment

Poison Pills In the Wake of COVID-19: A Refresher on Terms and Variations of Shareholder Rights Plans

Shareholder rights plans, commonly known as “poison pills,” are arrangements that can be used by companies to stave off hostile takeovers or activist investors seeking to exert control over a company without paying a control...more

Robinson & Cole LLP

An Update on Poison Pills, NOL Poison Pills and the COVID-19 Pandemic

Robinson & Cole LLP on

Since the release of our recent article “Poison Pills, NOL Poison Pills and the COVID-19 Pandemic” in midApril, we continue to see a surge in the number of companies implementing poison pills (also referred to as shareholder...more

Morrison & Foerster LLP

Poison Pill Deep Dive Series: Qualifying Offer

The sixth 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

Morrison & Foerster LLP

Poison Pill Deep Dive Series: Last Look

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

Morrison & Foerster LLP

Poison Pill Deep Dive Series: Triggering Percentage

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

Morrison & Foerster LLP

Poison Pill Deep Dive Series: The Inadvertent Triggering Exception

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

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

Robinson & Cole LLP

Poison Pills, NOL Poison Pills and the COVID-19 Pandemic

Robinson & Cole LLP on

The novel coronavirus (COVID-19) pandemic has caused significant volatility in stock prices, resulting in severe disparities between stock prices and many corporations’ view of the intrinsic value of their business. This has,...more

K&L Gates LLP

COVID-19: Responding to Stockholder Activists and Hostile Takeovers in an Uncertain Environment

K&L Gates LLP on

As the stock prices of many U.S. public companies have plunged due to the novel coronavirus (“COVID-19”) pandemic, activist investors, private equity firms, and opportunistic buyers may try to acquire stock on the cheap and...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

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

Morrison & Foerster LLP

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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