Shareholder Activism

News & Analysis as of

Delaware's One-Two Punch to M&A Litigation Disrupts the Cozy Status Quo of M&A Deal Settlements

Over the summer, Delaware in two separate and impactful decisions hit out at many, if not most, shareholder litigation suits challenging public company M&A suits. The result: uncertainty ahead. The customary rhythm in an...more

Anticipating Activism: Implications for Your 2016 Annual Meeting of Stockholders

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

Activist Hot List: Fall 2015

Listed below are selected funds with a recent history of US shareholder activism that we expect will continue those activities in connection with the 2016 proxy season. Companies should note that these activists may not...more

Blog: Are Companies Now Quicker To Settle With Hedge Fund Activists?

According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists...more

Do Public Pension Funds Breach Their Fiduciary Duties By Pursuing Social Issue Proposals?

Yesterday, UCLA Law School Professor Stephen Bainbridge noted the publication of a recent study that reaches some devastating conclusions for public pension funds.  The study by Professor Tracie Woidtke at the University of...more

"Insights Conversations: Update on Shareholder Activism in the US Banking Industry"

Two years ago, the U.S. banking industry was a rare exception to the trend of increased shareholder activism that was prevalent across industries. At the time, Skadden partners Brian Christiansen, David Ingles, Sven Mickisch...more

Why Is John Prine Involved In A Suit By Shareholder Activists?

In one of the more consequential legal decisions of recent times, Magistrate Judge Kelly Rankin ruled recently that she would not strike part of a complaint filed by shareholder activists against Peabody Energy Corporation,...more

Should Proxy Contests Be Fair?

The current surge in stockholder activism raises the interesting question whether proxy contests should be conducted fairly. Should the protagonists only tell the truth in soliciting votes or may they act like some...more

Stores for Sale! Retailers and Restaurants Spin Off Real Estate

Several major retailers and restaurant chains have recently engaged in a variety of transactions to spin off their real estate and lease it back. Retailers and restaurants are suddenly doing them, or considering them, at an...more

Activists in Your Boardroom - Planning for and Managing the New Dynamic

As shareholder activists continue to gain access to the boardroom with unprecedented frequency, it is more important than ever for executives and directors to be prepared for the possibility and have strategies in place to...more

Latest H-S-R Act Enforcement Is a Cautionary Tale for Minority Investors

Generally speaking, stock purchases which will cause an investor to hold more than $76.3 million of the target’s voting securities may require a pre-closing notification under the Hart-Scott-Rodino (“H-S-R”) Act. But there...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Viewpoints - Issue 22 - The Board's Role in Corporate Strategy

The board's role in corporate strategy - Members of the Lead Director Network (LDN) convened in New York on June 30 to discuss the development and oversight of corporate strategy. This ViewPoints addresses the ways board...more

What To Expect in the Remainder of the 2015 Proxy Season

In this interview Latham & Watkins partners Steven Stokdyk and Jim Barrall discuss shareholder proponent types, director voter results, proxy puts and other 2015 shareholder activism trends. “There are victories in...more

The Future of Securities Class Action Litigation

Securities litigation has a culture defined by multiple elements: the types of cases filed, the plaintiffs’ lawyers who file them, the defense counsel who defend them, the characteristics of the insurance that covers them,...more

CalPERS Claims Success; Proxy Monitor Says CalPERS Success Leads To Lower Stock Prices

“Fair is Foul, and Foul is Fair” - In this press release issued last week, CalPERS congratulated itself on the “success” of its proxy voting initiatives:...more

Preparing a Company to Deal With Activist Investors [Video]

It does not matter whether a company is approached by a single activist investor or a group of activist hedge funds, a company and its board should have a strategy prepared. In this video, Foley Partner Deepak Nanda discusses...more

Wolf Pack Activism: A Quick Look

Recently, a lot of media attention has been devoted to the growth in hedge fund activism and the question of whether rules regarding disclosure should be changed with respect to the number of days within which active...more

What’s Driving the Rise of Shareholder Activism in Europe?

Düsseldorf-based Dr. Harald Selzner is a partner at Latham & Watkins and Co-chair of the firm’s global M&A Practice. He has extensive experience in domestic and cross-border M&A transactions, including corporate...more

Blog: WSJ Reports SEC Enforcement Looking At Failures To Disclose Alliances Among Hedge Fund Activists

The WSJ reports that the SEC is investigating whether some hedge fund activists formed 13D “groups” but failed to make appropriate disclosure of their alliances. Under Rule 13d-5, when two or more persons agree to act...more

Proxy Puts: Consider With Caution

Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand...more

Why Green Street Should Rethink Its One-Size-Fits-All Position on Corporate Governance

In our February 4, 2015 REIT Alert, “Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and Proxy Fights,” we addressed the increased risk faced by...more

Shareholder Proposals Regarding Corporate Respect for Human Rights

Shareholder proposals filed during this year’s proxy season reflect investors’ continued concerns about the social and environmental impacts of corporate operations. The Proxy Preview published by As You Sow, the Sustainable...more

Blog: They Spurred The Stock Buyback Phenomenon. Will Hedge Fund Activists Now Eviscerate R&D?

It is widely recognized that one of the primary causes of the current stock buyback phenomenon has been pressure from hedge fund activists....more

"French M&A: More Proactive Boards Could Improve Tender Offer Process"

Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more

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