Dealing with an Unsolicited Offer - The Bank Account
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
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
ESG—environmental, social, and governance—has been the new hot topic for the last several years. Yet companies are still trying to come to grips with what it means and how they can address these varying and often competing...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
Chinese central bankers unexpectedly cut a benchmark interest rate today, an “unexpected policy shift” in an era of rate hikes that “economists said would likely help the country’s moribund housing market but bring only...more
A number of lawsuits have percolated through New York’s courts over the past five years between Adam Max, son of world-renowned visual artist Peter Max, and Adam’s sister, Libra, over control and management of the family...more
In our first UK Public Markets Snapshot for 2022, we cover key recent trends and points to watch out for. Headlines Don’t ignore merger arbs – they pile in quick and often need careful handling. Takeover Panel red lines –...more
On February 14, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery entered judgment in favor of Lee Enterprises, Inc. (the “Company”) and its directors following an expedited trial on claims for breach of...more
Unilever kicked off the hostile takeover season on Monday by confirming that it remained interested buying out the joint venture of GlaxoSmithKline and Pfizer—GSK Consumer Health—despite GSK’s rejection of three previous...more
Attitudes are shifting, thanks to changes in corporate governance - Japan has long resisted unsolicited takeovers. Despite the prevalence of such transactions in other large M&A markets such as the US and in Europe, never...more
In our first UK Public Markets Snapshot, we cover the key market trends in the first half of 2021, and share our predictions for H2. The UK and international M&A markets are booming, with a wave of takeover offers, including...more
This guide provides an overview of the processes, possible structures, and principal issues for consideration by an acquirer in connection with an acquisition of a publicly traded US company for cash (i.e., a “take-private”...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
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
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
One The Takeover Panel has announced today proposals to make substantial changes to the UK Takeover Code. These are the most significant changes to the Code since the September 2011 amendments in the wake of the...more
Shareholder rights plans, commonly known as “poison pills,” are arrangements that can be used by companies to stave off hostile takeovers or activist investors seeking to exert control over a company without paying a control...more
Since the release of our recent article “Poison Pills, NOL Poison Pills and the COVID-19 Pandemic” in midApril, we continue to see a surge in the number of companies implementing poison pills (also referred to as shareholder...more
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 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
On May 27, 2020, the Staff (the Staff) of the Division of Investment Management (the Division) of the U.S. Securities and Exchange Commission (the SEC) issued a Staff Statement (the Staff Statement) reversing course on a...more