Dealing with an Unsolicited Offer - The Bank Account
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
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
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
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 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
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
The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their...more