On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of...more
A corporation’s net operating losses (NOLs)are important assets that can be used to reduce future taxable income. But certain changes in a corporation’s ownership can significantly reduce the value of those NOLs....more
8/2/2023
/ Beneficial Owner ,
Change of Ownership ,
Corporate Taxes ,
Internal Revenue Code (IRC) ,
Investors ,
Net Operating Losses ,
Poison Pill ,
Section 382 ,
Securities Exchange Act ,
Sunset Provisions ,
Tax Benefits ,
Tax Exemptions ,
Taxable Income
The number of stockholder rights plans (also known as “poison pills”) adopted in 2020 significantly increased compared to prior years.
The collapse in public company equity values during the inception of the COVID-19...more
2/25/2021
/ Activist Investors ,
Beneficial Owner ,
Bifurcation ,
Business Ownership ,
Carve Out Provisions ,
Controlling Stockholders ,
Coronavirus/COVID-19 ,
Corporate Executive Boards ,
Grandfathering Rules ,
Hart-Scott-Rodino Act ,
Hedge Funds ,
Hostile Takeover ,
Institutional Shareholder Services (ISS) ,
Nasdaq ,
Offers ,
Passive Investments ,
Poison Pill ,
Premerger Notifications ,
Protected Concerted Activity ,
Rights Plan ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Triggering Event
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
5/28/2020
/ Acquisitions ,
Board of Directors ,
Carve Out Provisions ,
Coronavirus/COVID-19 ,
Exceptions ,
Hostile Takeover ,
Mergers ,
Poison Pill ,
Publicly-Traded Companies ,
Securities Exchange Act ,
Shareholder Rights ,
Shareholders ,
Takeovers