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
2/25/2021
/ Activist Investors ,
Beneficial Owner ,
Bifurcation ,
Business Ownership ,
Carve Out Provisions ,
Controlling Stockholders ,
Coronavirus/COVID-19 ,
Corporate Executive Boards ,
Grandfathering Rules ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Hostile Takeover ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Offers ,
Passive Investments ,
Poison Pill ,
Premerger Notifications ,
Protected Concerted Activity ,
Rights Plan ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Triggering Event
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 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
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 second 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 defensive 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
Over the past several years, companies conducting public offerings have increasingly been subject to parallel shareholder class actions under Section 11 of the Securities Act of 1933 brought in both federal and state courts. ...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
On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more
“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more
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
On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)...more
The Delaware court of chancery held recently that control over a target company’s attorney-client privileged communications, including communications between the target company’s counsel and its pre-merger stockholders,...more