Dealing with an Unsolicited Offer - The Bank Account
We are pleased to present our latest analysis on the public M&A market in Germany for 2025. This comprehensive report, prepared by A&O Shearman, provides an in-depth overview of the market developments and key trends that...more
It’s the most wonderful time of the year. Whether you celebrate with tinsel or simply a well-earned break, we think everyone deserves a gift – the greatest gift of all, M&A insights! To turn the phrase made famous by...more
U.S. activists are increasingly looking to the U.K. for opportunities. What is increasing the appeal of the market? Tom Matthews (TM): Many listed companies in the U.K. and Europe continue to be perceived as undervalued...more
Herbert Smith Freehills Kramer has released its annual Public M&A Report, which analyses all of the public M&A transactions announced during the year ended 30 June 2025. The Report is the most comprehensive analysis of...more
Wilson Sonsini annually publishes the Silicon Valley 150 Corporate Governance Report, which analyzes the governance practices and disclosures of the Valley’s largest public companies. The report uses the Lonergan SV150, which...more
Cayman company structures give boards flexibility to adopt anti-takeover measures. Anti-takeover devices remain a core advantage for Cayman companies listed on global markets....more
The merger landscape in the United States is shifting once again. After a period marked by stricter antitrust enforcement and skepticism toward merger transactions, recent developments suggest a renewed openness to structural...more
In March 2025, the Beijing Intellectual Property Court issued a landmark ruling—the first case in which a filing party challenged a merger decision by the State Administration for Market Regulation (“SAMR”) through judicial...more
Strengthening Board Control - OpenAI is exploring governance changes that would grant its nonprofit board enhanced voting rights to prevent a hostile takeover by Elon Musk. This move follows Musk’s $97.4 billion bid, which...more
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