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Considerations for REITs in Adopting a Poison Pill in Response to the COVID-19 Crisis

REIT management and boards of directors should review their defensive profile and consider whether to prepare a rights plan. Key Points: ..Unprecedented market volatility and investor uncertainty due to the coronavirus...more

Proactively Adopting a Poison Pill in Response to the COVID-19 Crisis

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

Private Equity Set to Get Active With Activists

Companies previously considered immune from activist campaigns have come under pressure, driving new public and private deal opportunities for private equity. US shareholder activists are an established presence in Europe....more

Universal Proxies: What Companies Need to Know Now

A universal proxy may benefit public companies in certain contested director elections, but the ability to use this tool may depend on a company’s bylaws. Key Points - ..In contested director elections, the binary...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

Third Point LLC v. Ruprecht — Activism Confronts the Rights Plan

The Delaware Court of Chancery refuses to enjoin Sotheby’s annual meeting and allows Sotheby’s “poison pill” to protect against an activist’s proxy contest. Implications for our Clients - In a thirty year-long...more

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