The SEC staff recently modified guidance indicating when “shareholder engagement” by an investor holding more than 5% of the stock of a public company constitutes “influencing control” that requires reporting on a long-form...more
As part of proceedings brought by activist shareholders of Nano Dimension, an Israeli incorporated Nasdaq traded company, the District Court ruled that ADS (American Depository Share) holders should be treated as shareholders...more
2024 was a prolific year for activists, with 243 campaigns launched globally – the highest number since 2018. US activity was up modestly, and a busy year in Asia offset a quieter year in Europe. With the 2025 proxy season in...more
Public companies always have an abundance of priorities to address, and defending against shareholder activism is increasingly at the top of the agenda. Across industries and market caps, today's activists are more aggressive...more
The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more
On Wednesday, September 18, the Federal Trade Commission (FTC) announced a settlement agreement with prominent activist investor and GameStop CEO Ryan Cohen. Under the agreement, Cohen will pay a $985,320 civil penalty for...more
According to research firm Exechange, 74 chief executive officers have been fired or forced out this year, which is the highest number since 2017....more
ESG stands for “environmental, social, and governance.” Though often overlooked, two recent cases — Spence v. American Airlines and Exxon v. Arjuna Capital, LLC — focus on G’s place in the ESG initialism. Here, we break...more
Join us for the next KPMG Board Leadership Center quarterly webcast as we discuss trends from the proxy season. Topics - A look at proxy voting trends and outcomes - The board’s story and corporate disclosure -...more
Proskauer’s Hedge Fund Trading Guide offers a concise, easy-to-read overview of the trading issues and questions we commonly encounter when advising hedge funds and their managers. It is written not only for lawyers, but also...more
Who may be interested: Closed-End Funds; Investment Advisers - Quick Take: An investment manager and offshore fund have sued a closed-end fund for adopting a “poison pill” provision that prevents shareholders with more...more
ExxonMobil has filed proceedings in the US District Court for the Northern District of Texas against two shareholders, alleging that proposals seeking an increased pace for reductions in emissions amount to “intrusion” into...more
Over the past few years, activist investors have submitted a number of shareholder proposals to major fossil fuel companies concerning issues relating to climate change. Recently, two such investors submitted a proposal...more
The United Kingdom has long been a target destination for activist investors. It is the venue for nearly half of all of recent activist campaigns in Europe. In previous articles, we have discussed how informed boards should...more
As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and...more
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
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
Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more
In this issue, we cover regulatory developments impacting the investment management sector, including updates on closed-end fund activism and various new and revised SEC rules....more
In the current environment, tax-free spinoffs may be the best option for companies focusing their business lines, we explain in this issue of The Informed Board. Spin-offs do not depend on third parties, and they preserve...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
Not long ago, companies could reliably project when shareholder activists would strike — and ready their defenses in advance. As sure as the seasons would turn, proposals would begin to appear around the holidays, voting...more
Goldstein v. Denner, C.A. No. 2020-1061-JTL (Del. Ch. May 26, 2022) - In this case, an activist investor and director was alleged to have concealed an eventual acquiror’s expression of interest while he leveraged that...more
Forty-eight Japanese companies received shareholder proposals in the June 2021 general meetings (162 proposals in total). This represents a modest decrease compared to last year, when 55 companies received shareholder...more
Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more