Over the last month, each of the major stock market indices has experienced extreme volatility and a broad-based decline in value, largely in response to the coronavirus pandemic. The bellwether Dow Jones Industrial Average...more
Patients accumulate vast quantities of healthcare data over the course of their lives. Those data are generally housed in centralized servers operated by various unrelated industry participants, including government...more
Many in the blockchain and cryptocurrency community were in a celebratory mood on June 14, 2018, following a landmark speech given by William Hinman, Director for the Division of Corporation Finance of the U.S. Securities and...more
You’ve created a great product and built a valued brand. You’ve devoted countless hours to building relationships with key distributors and retailers, designing attractive packaging, and forging a social media presence. But...more
4/17/2018
/ Brand ,
Data Security ,
Food and Drug Administration (FDA) ,
Food Safety ,
Intellectual Property Protection ,
Labeling ,
Popular ,
Recipes ,
Supply Chain ,
USPTO ,
Value Maximization
On April 4, 2018, the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) published two new Compliance and Disclosure Interpretations (“New C&DIs”) on the use of...more
In September 2015, the Commodity Futures Trading Commission (CFTC) stated in a settlement order that “Bitcoin and other virtual currencies are encompassed in the definition and properly defined as commodities” under the...more
The Tax Cuts and Jobs Act (the “Act”) was intended principally to simplify the tax code, reduce individual and corporate tax rates, and allow for the repatriation of cash held overseas at a discounted tax rate. But, as with...more
A brief discussion regarding the SEC’s guidance provided to ICO market participants over the past year.
On January 22, 2018, the Chairman of the U.S. Securities and Exchange Commission (SEC), Jay Clayton, gave opening...more
For most of the 20th century, Eastman Kodak Co. (often referred to simply as Kodak) was one of the most recognizable brands in the world. Founded in 1888, Kodak dominated the film and camera markets — in 1976, Kodak had 90...more
On July 21, 2017, following last June’s announcement that the Delaware House of Representatives had passed (with near unanimity) blockchain-related provisions proposing to amend several sections of the Delaware General...more
On July 21, 2017, following last June’s announcement that the Delaware House of Representatives had passed (with near unanimity) blockchain-related provisions proposing to amend several sections of the Delaware General...more
Following last May’s announcement of the “Delaware Blockchain Initiative” by former Delaware Governor Jack Markell, on March 13, 2017, the Corporate Council of the Corporation Law Section of the Delaware State Bar Association...more
The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under...more
In November 2013, Men’s Wearhouse made an unsolicited offer to acquire Jos. A. Bank, just weeks after rejecting a hostile offer from Jos. A. Bank. Jos. A. Bank initially rejected the “Pac Man” counteroffer, but ultimately...more
Activist hedge funds continue to find ways to use public M&A transactions as a tool to generate returns for their investors. As a result, market participants need to consider potential activist strategies in determining how...more
On March 25, 2014, Daniel Loeb’s Third Point LLC filed suit against Sotheby’s and its directors in Delaware’s Court of Chancery to invalidate Sotheby’s poison pill. The board of Sotheby’s adopted the poison pill this past...more
M&A activity remains in the doldrums as we enter 2014. According to FactSet Mergerstat, in 2013, 446 transactions were announced involving a U.S. buyer or target in the life sciences sector, as compared to 527 in 2012. Many...more
The recently launched Pac Man counteroffer by The Men’s Wearhouse, Inc. in response to a prior unsolicited offer by Jos. A. Bank Clothiers, Inc. provides a good opportunity to review the use and legal implications of the...more
The much-maligned 1980s tactic of “greenmail” appears to have made a comeback in 2013. “Greenmail” has generally been defined as the practice of purchasing enough shares in a company to threaten a takeover, and then using...more
In recent proxy seasons we have noticed an increase in the frequency of “second bite” proxy contests. These situations can take various forms, including (i) a second proxy contest by an activist that reached a settlement with...more
Spencer Klein Talks M&A with Mergers & Acquisitions Magazine....more
In In re Sirius XM Shareholder Litigation, Delaware Chancellor Strine dismissed a complaint that the Sirius board had breached its fiduciary duties by adhering to the provisions of an investment agreement with Liberty Media...more
Spencer Klein of Morrison Foerster sits with The Deal to talk about major mergers and acquisitions---and how private equity came to find itself on the sidelines.
For M&A, the second half of 2013 should pick up compared to...more
In most recent situations in which activist shareholders have sought board representation, the activist has achieved its objective – either by negotiation and settlement with the issuer or by taking the matter to a vote and...more
9/23/2013
In the March issue of Unsolicited Views, we published an article entitled “Practical Tips on Board Confidentiality.” In that article, we warned that “the increasing number of board members selected by activists and other...more