In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or...more
On August 5, 2024, the U.S. Department of Justice (DOJ) filed a proposed settlement with Legends Hospitality Parent Holdings (“Legends”), a global venue services company, in connection with its proposed acquisition of ASM...more
8/15/2024
/ Antitrust Provisions ,
Antitrust Violations ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Gun-Jumping ,
Hart-Scott-Rodino Act ,
Pre-Merger Filing Requirements ,
Securities Transactions ,
Waiting Periods
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
2/2/2024
/ Aiding and Abetting ,
Antitrust Provisions ,
Artificial Intelligence ,
Economic Sanctions ,
Environmental Social & Governance (ESG) ,
Export Controls ,
Hart-Scott-Rodino Act ,
Horizontal Merger Guidelines ,
National Security ,
Private Equity ,
Representations and Warranties ,
Shareholder Activism ,
Shareholders ,
Target Company ,
Technology ,
Vertical Mergers
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more
This year’s proxy season saw a significant increase in the number of companies rejecting director nominations by dissident stockholders due to purported non-compliance with the company’s advance notice bylaws....more
Nearly a decade ago, the SEC Staff issued a no-action letter that enabled investment bankers who limit their services to M&A transactions involving private companies to avoid broker-dealer registration with the SEC. The M&A...more
The number of shareholder proposals put forward in 2022 increased by roughly 9% over 2021. At the same time, however, the number of shareholder proposals put forward by hedge funds and dedicated activists went up by only 1%....more
The general notion among M&A practitioners is that time kills deals. That is even more the case in public deals and even more so in a stock-for-stock deal. To be sure, for each day the deal is not signed, the risk grows that...more
In the last five years, there have been over 150 public company mergers where the acquiror used a mixture of stock and cash as consideration to acquire the target. For 25 of these deals, cash comprised between 40% and 50% of...more
On August 1, 2022, the Delaware General Corporation Law Section 102(b)(7) was amended to extend exculpation rights to executive officers. The new amendment permits a corporation to adopt exculpatory language in its...more
Shareholder activism continued unabated in 2022 and we see very little to suggest that will change in 2023. Overall, the number of activist campaigns were up 36% in 2022. However, activists continue to struggle to...more
Brokers who specialize in the sale or purchase of private companies (“M&A Brokers”) have long been an uncomfortable fit under the rules applying to securities broker-dealers. M&A Brokers typically provide advisory services to...more
Following a year of unprecedented M&A deal activity, 2022 saw the global M&A market settle back into a more familiar pace. The year finished 38.8% lower than 2021’s record level, but only 9.3% lower than 2015-2019 averages,...more
1/23/2023
/ Acquisitions ,
Antitrust Division ,
CFIUS ,
Competition ,
Department of Justice (DOJ) ,
Digital Markets Strategy ,
Enforcement Actions ,
EU ,
Excise Tax ,
Export Controls ,
Federal Trade Commission (FTC) ,
Foreign Investment ,
Mergers ,
Multidistrict Litigation ,
National Security ,
Non-Compete Agreements ,
Popular ,
Private Equity ,
REIT ,
Special Purpose Acquisition Companies (SPACs) ,
Technology ,
UK
On February 10, 2022, the U.S. Securities and Exchange Commission (the SEC) proposed amendments[1] to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934...more
On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered...more
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
On September 21, 2020, the Federal Trade Commission (the “FTC”) announced proposed amendments that, if enacted, would make significant changes to the premerger notification rules under the Hart-Scott-Rodino Antitrust...more
The sixth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The fifth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The fourth of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a protective measure used by a public...more
The third of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles,[1] a shareholder rights plan is a protective measure used by a public...more
The second of a six-part series examining six specific and evolving rights plan provisions.
As discussed in greater detail in some of our prior articles, a shareholder rights plan is a defensive measure used by a public...more
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
In recent weeks Congress has authorized funding for a number of programs intended to provide relief to small- and medium-sized businesses and certain particularly hard-hit industry sectors, as well as to American businesses...more
The COVID-19 crisis is highlighting pressure points in pending M&A deals that were negotiated before the pandemic’s effects became widespread.
Last week, private equity firm Sycamore Partners terminated its deal to...more