Dealing with an Unsolicited Offer - The Bank Account
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
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
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 novel coronavirus (COVID-19) pandemic has caused significant volatility in stock prices, resulting in severe disparities between stock prices and many corporations’ view of the intrinsic value of their business. This has,...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 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
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
During the process of drafting and legislating the Companies Law 5759-1999, great emphasis was placed on the issues that arise in public companies with a controlling shareholder. In the 1990s, the vast majority of public...more
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
Market volatility, the recent decline in commodity prices, or in some circumstances a combination of these factors, has resulted in a significant decline in the trading prices of many Canadian public companies relative to...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
After a slow start to initial public offerings in the first quarter of 2015, overall IPO activity began to pick up in the second quarter. However, concerns about turmoil in Greece, market declines in China and questions about...more