Dealing with an Unsolicited Offer - The Bank Account
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 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
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
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
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 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
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
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
This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more
On April 20, 2018, Judge William H. Pauley III of the United States District Court for the Southern District of New York dismissed a class action against defendants GFI Group, Inc. (“GFI”) and certain executives of GFI,...more
If private equity and other investors were not aware of the power of the secretive Committee on Foreign Investment in the United States (CFIUS, or the Committee), its decision to reach out and quash the potential...more
President Donald Trump’s recent executive order blocking Broadcom Limited’s acquisition of chipmaker Qualcomm, Inc. (the Order) is the latest in a series of significant actions and statements regarding the national security...more
• CFIUS takes an unprecedented step to fend off a potential foreign acquisition • The threat that China will eclipse the U.S. in telecommunications infrastructure and technology is central to U.S. national security •...more
2017 was another active year for mergers and acquisitions, both in the United States and globally, though the overall dollar volume of deals continued to lag behind 2015’s record levels. Global M&A activity was relatively...more
Global mergers and acquisitions volume in 2016 declined from the record levels set in 2015, but activity was nonetheless strong by historical standards. Value of global deals was approximately $3.7 trillion, an annual total...more
At what point do “discussions” with a friendly merger party become “negotiations” that are required to be publicly disclosed under the tender offer rules in response to a hostile bid? In a recent settlement of cease and...more
The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The SEC’s order finds that Allergan failed...more
Following news of Starboard Value’s plan to shake things up at Perrigo, we have this take from Breakingviews, which suggests that fending off a hostile takeover (as Perrigo did from Mylan) tends to “make fertile turf for an...more
This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more