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
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
The third of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles,[1] a shareholder rights plan is a protective measure used by a public...more
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
5/28/2020
/ Acquisitions ,
Board of Directors ,
Carve Out Provisions ,
Coronavirus/COVID-19 ,
Exceptions ,
Hostile Takeover ,
Mergers ,
Poison Pill ,
Publicly-Traded Companies ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Takeovers
The recent collapse in equity values resulting from the coronavirus crisis has made public companies more vulnerable to opportunistic acquisition and activist strategies. As a result, companies should consider whether they...more
3/31/2020
/ Best Practices ,
Board of Directors ,
Business Continuity Plans ,
Coronavirus/COVID-19 ,
Crisis Management ,
Disclosure Requirements ,
Emergency Management Plans ,
Health and Safety ,
Market Pricing ,
Proxy Voting ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
Notwithstanding reports earlier this year of transactions that either failed to close (GO Scale / Lumileds; Tsinghua Unisplendour / Western Digital), lost out to competing U.S. bids (China Resources / Fairchild) or were...more
On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more
4/1/2015
/ Board of Directors ,
CEOs ,
Directors ,
Disclosure Requirements ,
Insider Trading ,
Private Company Shares ,
Publicly-Traded Companies ,
Schedule 13D ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders
Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more
Under the prevailing “American rule,” shareholders and their counsel face little financial risk when they assert claims against directors and officers for breaches of fiduciary duty, typically following the announcement of a...more
The Delaware Court of Chancery on May 2 rejected a request by Third Point to enjoin Sotheby’s annual stockholder meeting, scheduled for May 6, because of a “poison pill” stockholder rights plan adopted by Sotheby’s board....more
The Delaware Court of Chancery, in Kalisman v. Friedman (Apr. 17, 2013), ordered the respective counsels for a company and for a special committee of the company’s board of directors to provide to a dissident director copies...more
The Delaware Chancery Court recently enjoined a board of directors from impeding a stockholder’s solicitation of written consents to replace the board, unless the board first approved the stockholder’s nominees for purposes...more