The Nature of Short Selling Attacks and Short Reports -
Short selling attacks create unique challenges for boards, management teams and companies. Unlike traditional long activists, whose ultimate goal is to enhance...more
Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in...more
9/7/2023
/ Acquisitions ,
Anti-Competitive ,
Antitrust Division ,
Board of Directors ,
Corporate Governance ,
Delisting ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Foreign Subsidies ,
Horizontal Merger Guidelines ,
Internal Investigations ,
Mergers ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Sellers ,
Share Buybacks ,
Shareholders ,
Short Selling ,
UK
Despite a slowdown in M&A activity and macroeconomic headwinds, stockholder activism remains a potentially powerful tool for investors aiming to extract value from companies. The activism landscape continues to evolve as new...more
6/27/2023
/ Acquisitions ,
Activist Investors ,
Capital Markets ,
Corporate Governance ,
Mergers ,
New Rules ,
Proxy Season ,
Publicly-Traded Companies ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more
6/27/2023
/ Acquisitions ,
Activist Investors ,
Anti-Discrimination Policies ,
Anti-Money Laundering ,
Artificial Intelligence ,
Capital Markets ,
Confidential Information ,
Corporate Governance ,
Corporate Restructuring ,
Cryptoassets ,
Cryptocurrency ,
Disclosure ,
Employer Liability Issues ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Institutions ,
Member State ,
Mergers ,
New Rules ,
No-Action Requests ,
Private Equity ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Technology ,
UK
Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident...more
2/22/2023
/ Activist ,
Board of Directors ,
Bylaws ,
New Rules ,
Proxy Season ,
Proxy Voting ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards
The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more
1/6/2023
/ Board of Directors ,
Bylaws ,
Corporate Counsel ,
Disclosure ,
New Rules ,
Proxy Voting ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Universal Proxy Cards
This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and...more
Takeaways -
ESG activist campaigners are likely to continue asserting themselves.
Companies that have merged with SPACs and whose stock prices have slumped will be at risk for activist pressure.
Watch for more activist...more
2/7/2022
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Initial Public Offering (IPO) ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Popular ,
Proxy Season ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
During his Senate confirmation hearing for chair of the Securities and Exchange Commission (SEC), Gary Gensler said he would adhere to the U.S. Supreme Court’s view of materiality: Information is material (and should...more
Takeaways
- Activism is likely to rebound as the business world recovers from COVID-19 disruptions.
- Some activists are raising permanent capital, giving them new leverage, and activist approaches have become more...more
The rapid and significant decline in stock trading prices of many public companies due to the effects of the evolving coronavirus/COVID-19 pandemic has created the risk of activists or hostile acquirers rapidly building...more