On October 10, 2023, the Securities and Exchange Commission (SEC) voted 4-1 to adopt amendments to its beneficial ownership reporting rules. Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended...more
Takeaways - Delaware courts have become more willing to allow stockholders to pursue claims that directors breached their duty to oversee risk management and compliance. Directors are most vulnerable to suits where they have...more
On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) voted 3-1 to approve proposed changes to public company beneficial ownership reporting requirements. The SEC has long considered such changes to the...more
Takeaways -
The record level of M&A in 2021 was widely dispersed across industries and was driven by the strategic needs of companies to add technology and adapt to the pandemic, and was supported by strong...more
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted amendments to the proxy rules mandating the use of universal proxy cards in contested elections. The new rules require both companies and dissidents...more
On February 26, 2021, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery permanently enjoined a stockholder rights plan — or so-called “poison pill” — with a 5% trigger that The Williams Companies, Inc....more
After nearly a decade of growth, global M&A activity in the first quarter of 2020 was down 39.1% by deal value year over year — comparable to levels seen in the first quarter of 2008, in the midst of the financial crisis. The...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
The evolving coronavirus/COVID-19 pandemic, which has caused profound worldwide human suffering, has also severely impacted global business and financial markets. Corporate boards of directors and management teams are...more
Although different in some important respects and rapidly evolving, the global pandemic shares many of the characteristics of other broadscale crisis situations that prior boards of directors have confronted and managed...more
3/24/2020
/ Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Customers ,
Cybersecurity ,
Employer Responsibilities ,
Financial Distress ,
Risk Assessment ,
Risk Management ,
Shareholders ,
Sick Employees ,
Supply Chain
The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few...more
3/21/2020
/ Acquisitions ,
Antitrust Provisions ,
Audits ,
Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Restructuring ,
Corporate Taxes ,
Court Closures ,
Debt-Equity ,
Energy Projects ,
Families First Coronavirus Response Act (FFCRA) ,
IRS ,
Liquidity ,
Mergers ,
Power Infrastructure ,
Securities Litigation ,
Shareholder Activism ,
Shareholder Meetings ,
Stock Repurchases
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
1/30/2020
/ Acquisitions ,
Administrative Procedure Act ,
Anti-Discrimination Policies ,
Anti-Harassment Policies ,
Anti-Kickback Statute ,
Antitrust Investigations ,
Appeals ,
Arbitration Awards ,
Attorney General ,
Backstop Agreements ,
BEPS ,
BitLicense ,
Blockchain ,
Board of Directors ,
Bonds ,
Capital Markets ,
CFIUS ,
CFTC ,
Chapter 11 ,
Claim Preclusion ,
Class Action ,
Commercial Bankruptcy ,
Common Stock ,
Congressional Investigations & Hearings ,
Congressional Subpoenas ,
Consumer Financial Protection Bureau (CFPB) ,
Cooperation Agreement ,
Copyright ,
Corporate Governance ,
Corporate Restructuring ,
Corporate Social Responsibility ,
Corporate Taxes ,
Corwin Doctrine ,
Covenant Lite Deals ,
Creditors ,
Cross-Border Transactions ,
DACA ,
DE Supreme Court ,
Debt Financing ,
Debtors ,
Department of Justice (DOJ) ,
Dischargeable Debts ,
Disgorgement ,
Disparate Impact ,
Dodd-Frank ,
Down Rounds ,
Drug Pricing ,
EBITDA ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Discrimination ,
Enforcement Actions ,
Enforcement of Foreign Judgments ,
Enterprise Act 2002 ,
Environmental Social & Governance (ESG) ,
EU ,
Fair Housing Act (FHA) ,
Federal Trade Commission (FTC) ,
FinTech ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Foreign Issuers ,
FRCP 23 ,
General Data Protection Regulation (GDPR) ,
General Elections ,
GILTI tax ,
High-Yield Markets ,
Hong Kong ,
Hong Kong Stock Exchange ,
Individual Accountability ,
Initial Public Offering (IPO) ,
Intellectual Property Litigation ,
Intercreditor Agreements ,
International Arbitration ,
International Litigation ,
IRS ,
Issue Preclusion ,
Japan ,
Joint Venture ,
Legislative Agendas ,
Life Sciences ,
Listing Rules ,
Litigation Strategies ,
Make-Whole Premium ,
Mergers ,
MFW ,
Multinationals ,
National Security ,
PCAOB ,
Pharmaceutical Industry ,
Political Parties ,
Preferred Shares ,
Private Offerings ,
Privately Held Corporations ,
Proxy Advisory Firms ,
Publicly-Traded Companies ,
Refinancing ,
Regulatory Agenda ,
Reporting Requirements ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Separation of Powers ,
Shareholder Activism ,
Shareholder Proposals ,
Shareholders ,
Split of Authority ,
State Labor Laws ,
Stock Drop Litigation ,
Tax Cuts and Jobs Act ,
Tax Litigation ,
Technology Sector ,
Third-Party Release Agrements ,
Transparency ,
UK ,
UK Brexit ,
Valuation ,
White Collar Crimes
M&A professionals greeted 2019 with a note of caution. Following a strong year for M&A in 2018, optimism was tempered by concerns over increased market volatility, trade disputes, rising interest rates and global political...more
1/21/2020
/ Acquisitions ,
China ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Federal Trade Commission (FTC) ,
Foreign Acquisitions ,
General Elections ,
Global Dealmaking ,
Global Market ,
Interest Rates ,
Mergers ,
Middle East ,
Military Conflict ,
Populist Movement ,
Private Equity ,
Shareholder Activism ,
Trade Wars ,
UK ,
United States
Although the U.S. M&A market has remained relatively strong by historical standards so far in 2019, activity has softened compared to the higher levels in 2017 and 2018, continuing a trend that began in the second half of...more
6/18/2019
/ Acquisitions ,
Antitrust Investigations ,
CFIUS ,
Critical Infrastructure Sectors ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Federal Trade Commission (FTC) ,
FIRRMA ,
Foreign Investment ,
Global Dealmaking ,
Mandatory Declarations ,
Mergers ,
Private Equity ,
Shareholder Activism
Mergers and acquisitions activity in the U.S. and globally was again robust in 2018. Despite concerns early in the year that activity could be dampened by emerging worries over trade, rising interest rates and global...more
2017 was another active year for mergers and acquisitions, both in the United States and globally, though the overall dollar volume of deals continued to lag behind 2015’s record levels. Global M&A activity was relatively...more
1/24/2018
/ Acquisitions ,
Antitrust Investigations ,
Cash Transactions ,
CFIUS ,
Cross-Border Transactions ,
Disruptive Technology ,
Enforcement Actions ,
Foreign Acquisitions ,
Global Marketplace ,
Hostile Takeover ,
Mergers ,
Regulatory Reform ,
Shareholder Activism ,
Stock Sale Agreements ,
Tax Reform ,
Trump Administration ,
Vertical Integration
Tax reform, shifting international dynamics, Trump administration goals and a potentially strong market for transactions all seem likely to impact business activity in 2018. Below are 10 areas to explore in our 10th annual...more
1/23/2018
/ #MeToo ,
Acquisitions ,
China ,
Class Action ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Enforcement Actions ,
EU ,
Financial Regulatory Reform ,
Mergers ,
National Security ,
Regulatory Reform ,
Securities Litigation ,
Tax Reform ,
Trade Secrets ,
Trump Administration ,
UK Brexit
On February 16, 2017, Skadden hosted a webinar titled “Prospects for U.S. Business Tax Reform: What You Need to Know.” The Skadden panelists were M&A partner Stephen Arcano; global tax co-head Eric Sensenbrenner; and tax...more
2/28/2017
/ Business Taxes ,
Capital Markets ,
Corporate Taxes ,
DBCF Tax ,
Exports ,
Foreign Earned Income ,
Imports ,
International Tax Issues ,
Legislative Agendas ,
Multinationals ,
Offshore Funds ,
Repatriation ,
Tax Reform ,
Trump Administration ,
Value-Added Tax (VAT) ,
WTO
The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more
2/3/2017
/ Acquisitions ,
Board of Directors ,
CEOs ,
Clawbacks ,
Corporate Executives ,
Corporate Governance ,
Cybersecurity ,
Executive Compensation ,
Fiduciary Duty ,
Mergers ,
Proxy Access ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Tenure
Global mergers and acquisitions volume in 2016 declined from the record levels set in 2015, but activity was nonetheless strong by historical standards. Value of global deals was approximately $3.7 trillion, an annual total...more
1/31/2017
/ Acquisitions ,
Corporate Taxes ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Equity Markets ,
Federal Trade Commission (FTC) ,
Global Market ,
Hostile Offers ,
Hostile Takeover ,
Mergers ,
Presidential Elections ,
Shareholder Activism
On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if...more
10/28/2016
/ Amended Rules ,
Board of Directors ,
Contested Elections ,
Director Nominations ,
Proposed Rules ,
Proxy Materials ,
Public Comment ,
Securities and Exchange Commission (SEC) ,
Shareholder Votes ,
Shareholders ,
Universal Proxy Cards
Skadden M&A partners Steve Arcano, Tom Kennedy (moderator), Jeremy London, Amr Razzak and Rodd Schreiber discussed their perspectives on M&A activity in 2015 and the outlook for 2016. The conversation covered the current...more
Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more
1/29/2015
/ Board of Directors ,
C-Suite Executives ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Directors ,
Fiduciary Duty ,
Proxy Access Rule ,
Regulatory Standards ,
Risk Management ,
Shareholder Activism ,
Shareholders
Shareholder activism is the corporate topic du jour, be it in boardrooms, the media or Washington, D.C. While corporate boards and management need to understand the current environment and how we got here, their top priority...more
As previously reported, on May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534,2013 (Del. May 8, 2014), holding that fee-shifting provisions...more
6/20/2014