News & Analysis as of

Target Company Corporate Governance

Vinson & Elkins LLP

No Rest for the Weary: Three Trends to Watch in Shareholder Activism This Fall

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Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism...more

Adler Pollock & Sheehan P.C.

Pre-Acquisition Tactics: Tackling Related Party Transactions

Suppose you are an avid fan of the English Premier League (the “EPL”) like I am. In that case, you have likely heard or read about the ensuing arbitration between Manchester City Football Club and the EPL over the EPL’s...more

Dunlap Bennett & Ludwig PLLC

Managing Reputational Risk In Corporate Transactions

For an organization to succeed in the market, it must have a solid reputation; negative public perception resulting from unethical conduct, adverse legal and regulatory actions, and harmful business practices can result in...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

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As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Holland & Knight LLP

Key Considerations for Independent Sponsors Regarding Portfolio Company Governance

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Holland & Knight's Independent Sponsors Team has seen an increasing number of independent sponsors taking part in transactions of seemingly all shapes and sizes. With increasing variation of transactions comes increasing...more

Holland & Knight LLP

A Summary and Early Analysis of SEC Final SPAC Rules

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By vote of 3 to 2, the U.S. Securities and Exchange Commission (SEC or Commission) on Jan. 24, 2024, adopted new rules and amendments (SPAC Rules) pertaining to special purpose acquisition companies (SPACs), with the stated...more

BCLP

SEC Adopts Tough New Rules for SPACS: New Guidance for All Companies on Projections

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On January 24, 2024, the SEC approved by a 3-2 vote new rules to substantially change the disclosure and liability regime governing SPACs, including de-SPAC transactions, or “SPAC target IPOs” as referred to by Chairman...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: 10 Trends that GCs and Boards Need to Know

The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic...more

Latham & Watkins LLP

Target Engaged: How UK PLCs Can Defend Against Growing US Shareholder Activist Focus in 2024

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The UK market continues to prove a fertile hunting ground for shareholder activism, with US-based investors spearheading a significant proportion of public campaigns during 2023. These seasoned investors with a track record...more

Latham & Watkins LLP

Recent Developments for UK PLCs - November Edition

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On 16 October 2023, Nikhil Rathi, Chief Executive of the FCA, delivered a speech at the City Dinner at Mansion House which describes the FCA’s work in supporting international competitiveness and growth. Amongst other things,...more

Vinson & Elkins LLP

The Evolving Role of ESG in M&A: Balancing Risks and Opportunities

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Environmental, social, and governance (ESG) considerations are playing an increasingly important role in M&A transactions. In any given deal, however, it can be challenging to assess ESG factors, to perform ESG due diligence,...more

Fenwick & West LLP

SEC Proposes New Rules to Enhance Disclosure and Investor Protection Relating to SPACs and Projections – Impact on Target...

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The U.S. Securities and Exchange Commission has proposed new rules and amendments (the Proposed Rules) to enhance disclosure and expand liability in initial public offerings by special purpose acquisition companies (SPACs)...more

Parker Poe Adams & Bernstein LLP

To SPAC or Not to SPAC: How Is the SEC Answering That Question?

Last year saw a boom in the market for SPACs, or special purpose acquisition companies. Almost 250 SPACs raised more than $80 billion in initial public offerings (IPOs) during 2020. This trend did not let up as the calendar...more

Latham & Watkins LLP

Anticipating Activism: Implications for Your 2022 Annual Meeting of Stockholders

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Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

Goodwin

Get Your Board On Board with Limiting SPAC-Related Litigation Risk

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Although Special Purpose Acquisition Companies (SPACs) have been around for decades, only recently have they experienced an incredible surge in popularity and, inevitably, attention from regulators and plaintiffs’ law firms....more

BCLP

SEC staff announces guidance for SPACs

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Last week the Staff of the Division of Corporation Finance issued a statement addressing a variety of accounting, financial reporting and governance issues that a private operating company should consider before undertaking a...more

Latham & Watkins LLP

Anticipating Activism: Implications for Your 2021 Annual Meeting of Stockholders

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Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

Goodwin

Minority Investments In Asset Managers

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Over the years, we have represented a number of investors, target companies and management teams in minority transactions. The market for “GP stakes” and similar non-controlling transactions with asset managers has grown...more

Fenwick & West LLP

Coronavirus Impact on M&A and Other Strategic Corporate Transactions

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The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...more

King & Spalding

Corporate Compliance Programs: DOJ Issues Updated Guidance: Ten Takeaways for In-House Legal and Compliance Leaders

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On April 30, 2019, Assistant Attorney General Brian Benczkowski unveiled an update to the Department of Justice’s Evaluation of Corporate Compliance Programs during a speech in Dallas, Texas. In issuing the new document (the...more

Latham & Watkins LLP

Anticipating Activism: Implications for Your 2017 Annual Meeting of Stockholders

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Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

Bennett Jones LLP

Preparing for the Unsolicited Bid

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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

Latham & Watkins LLP

Defending Against The Hostile Bid: Lessons Learned From Allergan

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Readiness, a strong board and delivering good value are the best strategies to thwart activist investors say Latham & Watkins partners Cary Hyden, Paul Tosetti, Michele Johnson and Mark Gerstein in discussion with Allergan’s...more

Latham & Watkins LLP

Anticipating Activism: Implications for Your 2015 Annual Meeting of Stockholders

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Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more

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