Dealing with an Unsolicited Offer - The Bank Account
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
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
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 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
The Takeover Panel (the Panel) has confirmed again in the Moss Bros case how difficult it is for bidders to invoke material adverse change conditions (MACs) and lapse offers in the UK. On 12 March 2020, Brigadier Acquisition...more
The disruption caused by the COVID-19 pandemic will be far-reaching and profound. With global financial markets plagued by turmoil and uncertainty, the number of companies re-evaluating, re-negotiating or terminating M&A...more
Germany’s cabinet has approved draft legislation designed to tighten the country’s foreign investment control (“FDI”) regime. The draft bill pre-dates the coronavirus crisis but comes amid growing fears that non-EU investors...more
The outbreak of COVID-19 and the efforts around the globe to contain its spread have resulted in dramatic business disruptions and economic turmoil, raising many new considerations for parties participating in proposed or...more
The coronavirus pandemic has weakened European economies and companies. EU and national governments have expressed concern that foreign investors may opportunistically take advantage of the crisis to acquire domestic...more
As the stock prices of many U.S. public companies have plunged due to the novel coronavirus (“COVID-19”) pandemic, activist investors, private equity firms, and opportunistic buyers may try to acquire stock on the cheap and...more
The rapid and significant decline in stock trading prices of many public companies due to the effects of the evolving coronavirus/COVID-19 pandemic has created the risk of activists or hostile acquirers rapidly building...more
Market volatility arising from the COVID-19 pandemic may lead to increased hostile takeover activity and shareholder activism as some companies experience market valuations that they believe are not reflective of their...more
The turmoil in US equity markets created by the COVID-19 pandemic has resulted in many companies facing depressed stock prices, leaving them vulnerable to unsolicited acquisition proposals or activist activity, which has led...more
In light of the precipitous decline in the stock market since the beginning of the coronavirus (COVID-19) pandemic, public companies should consider whether their existing corporate governance structures enable them to...more
The evolving coronavirus/COVID-19 pandemic, which has caused profound worldwide human suffering, has also severely impacted global business and financial markets. Corporate boards of directors and management teams are...more
Markets closed down on Tuesday, a fitting conclusion to the worst month on Wall Street since October 2008 that was marked by wild volatility and record-setting point drops....more
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
Wall Street apparently got together and decided that Monday was the day to start paying attention to the coronavirus for real. In the form of a massive selloff that left the Dow off more than 1000 points for its worst finish...more