2021 M&A smashed U.S. and global records. The year saw the arrival of a new U.S. administration, the release of COVID-19 vaccines, as well as continued questions regarding the impact of the pandemic, including the year-end...more
1/21/2022
/ Acquisition Agreements ,
Acquisitions ,
Antitrust Division ,
Artificial Intelligence ,
CFIUS ,
Coronavirus/COVID-19 ,
Cross-Border Transactions ,
Department of Justice (DOJ) ,
Digital Marketplace ,
Digital Services ,
EU ,
Excise Tax ,
Federal Trade Commission (FTC) ,
Global Market ,
Horizontal Mergers ,
Initial Public Offering (IPO) ,
Mergers ,
National Security ,
NYSE ,
PIPEs ,
Popular ,
Private Equity ,
REIT ,
Securities and Exchange Commission (SEC) ,
Special Purpose Acquisition Companies (SPACs) ,
UK ,
Universal Proxy Cards ,
Vertical Mergers
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
2020 brought the COVID-19 pandemic and other headline-grabbing challenges, along with “the usual” quadrennial questions around the U.S. election. Early in the year, businesses and dealmakers focused on the pandemic and...more
1/15/2021
/ Antitrust Division ,
CFIUS ,
Coronavirus/COVID-19 ,
Due Diligence ,
Economic Stimulus ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
EU Horizontal Safeguard Regulation (HSR) ,
Federal Trade Commission (FTC) ,
Human Rights ,
Initial Public Offering (IPO) ,
Loan Forgiveness ,
Loans ,
Material Adverse Events ,
Poison Pill ,
Popular ,
Private Equity ,
Remote Working ,
Representations and Warranties ,
Special Purpose Acquisition Companies (SPACs)
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
The recent collapse in equity values resulting from the coronavirus crisis has made public companies more vulnerable to opportunistic acquisition and activist strategies. As a result, companies should consider whether they...more
3/31/2020
/ Best Practices ,
Board of Directors ,
Business Continuity Plans ,
Coronavirus/COVID-19 ,
Crisis Management ,
Disclosure Requirements ,
Emergency Management Plans ,
Health and Safety ,
Market Pricing ,
Proxy Voting ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC)
As the coronavirus (COVID-19) outbreak triggers an unprecedented reality of social distancing, business closures and market turbulence, we review how parties may approach related issues while considering M&A deals. In light...more
The cover of this week’s issue of The Economist shows a picture of the globe with a “Closed” sign hanging over it. So what happens when global commerce grinds nearly to a halt, as appears to be happening? And what happens to...more