The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Poison Pill
In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld a defensive private placement by a target corporation completed in the face of a hostile bid, effectively denying shareholders the...more
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
Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: An investment manager and offshore fund have sued a closed-end fund for adopting a “poison pill” provision that prevents shareholders with more...more
A Single Incident Of Harassing Conduct May Create A Hostile Work Environment - Beltran v. Hard Rock Hotel Licensing, Inc., 97 Cal. App. 5th 865 (2023) - Stephanie Beltran, a server at the Hard Rock Hotel in Palm...more
Seyfarth Synopsis: The first reported PAGA case of 2024 serves as a reminder of the importance of precise language for an enforceable PAGA waiver and the risks of including a “poison pill” provision in a...more
Davies’ Shareholder Activism and Proxy Contests in Canada guide draws on our market-leading expertise to offer our insights on the principal legal and practical considerations for both activists and target companies, as well...more
A corporation’s net operating losses (NOLs)are important assets that can be used to reduce future taxable income. But certain changes in a corporation’s ownership can significantly reduce the value of those NOLs....more
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
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
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
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
Japanese courts strike down a poison pill devised and implemented by the board of directors alone- Background- In many jurisdictions, poison pills are devised and implemented by the board of directors without shareholders...more
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
In what seems like one of the speediest transaction processes ever for a deal of its size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion. It all started with Musk...more
Twitter adopted a poison pill (i.e., a shareholder rights plan), that included a preferred stock purchase right, a flip-in right, and flip-over right, on April 15, 2022, a day after an investor offered to buy its remaining...more
Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more
Welcome to the inaugural issue of The Insider. This new publication from King & Spalding’s Public Companies Practice, which will be produced periodically, is focused on key developments for chief legal officers and their...more
Who Needs to Know - Boards of directors of Delaware corporations contemplating the adoption of a stockholder rights plan (a/k/a poison pill)....more
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
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
The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more
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
The Delaware Court of Chancery, in The Williams Companies Stockholder Litigation, 2021 WL 754593 (Del. Ch. Feb. 26, 2021), struck down a shareholder rights plan (commonly known as a “poison pill”) adopted by The Williams...more
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
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