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Target Company Shareholders

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

Morrison & Foerster LLP

Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of...more

Bennett Jones LLP

Capital Markets Tribunal Keeps High Bar to Establish Improper Defensive Private Placement

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On March 11, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for dismissing Mithaq Capital Inc.'s (Mithaq) application on December 14, 2023, to cease trade a private placement that Aimia Inc....more

Morrison & Foerster LLP

2023 M&A Annual Review

Our M&A team is honored to have represented clients in some of the most compelling transactions in 2023—from advising SoftBank on two acquisitions of public companies in the robotics space, to partnering with sustainable food...more

Proskauer - Regulatory & Compliance

SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after...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

Davies Ward Phillips & Vineberg LLP

“Con Ed” Damages in Canadian Public M&A: Revisiting Cineplex v Cineworld in Light of Recent Delaware Case Law

What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Morgan Lewis

Takeover Monitor: Current German Public Tender Offers | Issue 5

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The Morgan Lewis Takeover Monitor documents public tender ofers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of November 23, 2022. PUBLIC TENDER...more

Wiley Rein LLP

Exchange Offer Constitutes “an Offer to . . . Sell any Securities” of Insured Triggering Coverage for “Securities Claims”

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The U.S. District Court for the District of New Jersey, applying New Jersey law, has held that a lawsuit brought by a target company’s shareholders against an insured after a failed acquisition that involved a stock exchange...more

Paul Hastings LLP

Poison Pill Without Shareholders’ Blessing: Can it withstand the court's review?

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Japanese courts strike down a poison pill devised and implemented by the board of directors alone- Background- In many jurisdictions, poison pills are devised and implemented by the board of directors without shareholders...more

Paul Hastings LLP

Reasonableness of Poison Pill Examined (3 Japanese Courts Reject Injunction)

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How an anti-takeover measure can be justified has been argued in many different ways in the last 20 years. In recent significant decisions involving an injunctive motion by the acquirer triggered by the issuance of a poison...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Rivkin Radler LLP

Selling Your S Corporation’s Business? What If It’s Not an S Corporation?

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Haste Makes Waste? How many of you are suffering from Build Back Better Fatigue? Seriously, it’s a thing. Sure, the House passed its version of the President’s tax and spending bill on November 19, and the Senate...more

Hogan Lovells

Significant restrictions for share exchange offers under German takeover law

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Under German takeover law the bidder in a voluntary public takeover is given two options with regard to what the bidder offers the shareholders of the target company as compensation for their shares. ...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Acquirer

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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

Bennett Jones LLP

Securities Commissions Provide Guidance on New Canadian Takeover Rules in Hostile Cannabis Bid

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For close to three months, M&A lawyers and other capital markets participants had been anxiously awaiting the release of written reasons from the Ontario Securities Commission (“OSC”) and the Financial and Consumer Affairs...more

McDermott Will & Emery

Inside M&A - October 2015

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Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Latham & Watkins LLP

2015 Guide to Acquiring US Public Companies

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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

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

Allen Matkins

Before Rapunzel There Was Rudabeh

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In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more

K&L Gates LLP

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

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In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

Morrison & Foerster LLP

Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery...

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On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more

Goodwin

Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

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The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...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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