Amit Mukherjee’s Post

“Knowing Something” M&A in a Minute ⏰ — Hostile Attacks: Bring On The Defense 🐝 (Part 1) I (painfully) learned recently that battling a hostile invasion of angry yellow jackets requires strong defensive measures. Going into battle unprotected isn’t a smart move. And you can’t wait until the last minute to start thinking about your defensive strategies—if you do, it’s too late. 💡 The same holds true in the corporate world where your opponent is a hostile acquiror bent on taking over your company or an opportunistic activist scooping up your undervalued shares in a volatile market. The most important defensive measure you can have in those types of situations is a shareholder rights plan—affectionately known as a “poison pill.” There really is no substitute for having a well-designed poison pill “on the shelf” and ready to be deployed at a moment’s notice. Like my bee suit, it’s not a perfect defense and a concentrated and prolonged attack will still result in some nasty stings—but it will buy you much needed time to plan, respond, and mount a counter attack. Here are some things you should think about long before the yellow jackets start buzzing around your door ⬇️ 1️⃣ What is a poison pill? It’s a contractual defensive measure that deters hostile takeovers and creeping accumulations of stock without paying a control premium. 2️⃣ How does it work? Mostly by the threat of massive economic dilution to the unfortunate person who triggers the pill. But it really works by forcing the hostile acquiror to deal directly with the company’s board of directors and allows the directors to take more control of the timing and process. 3️⃣ Is it effective? You bet! I’m only aware of one pill that was intentionally triggered and that was in an unusual set of circumstances. Put it this way, no one wants to intentionally trigger a poison pill and so the usual response is to file a lawsuit (or initiate a proxy contest) against the target company to force the pill to be pulled. Sometimes that works, sometimes it doesn’t. But in all cases, the target company has time to plan a response and make decisions in a way that maximizes long-term shareholder value. 4️⃣ On the shelf? Because of the outsized influence of proxy advisors like ISS and Glass Lewis, few companies have poison pills in effect. That’s a big change from the early years in the 80s and 90s when most public companies had long-term pills in place. But given the interplay with the securities law 13D disclosure requirements (weak!), and the speed at which hostile acquirors act, you have to have a poison pill designed, valued, and ready to go in an instant. 5️⃣ Delaware or bust? Choice of law makes a huge difference. Want to know why? ps Christine Uri this one’s for you 😉 _________ If you like “M&A in a Minute,” please click the 🔔 so you don’t miss new posts. #mergersandacquisitions #mergersacquisitionsdivestitures #deals #klgates #poisonpills

The Federal Trade Commission and Department of Justice's proposed changes to existing guidelines and rules for antitrust enforcement represent a drastic shift in U.S. competition policy, risking the stability of the life sciences ecosystem responsible for groundbreaking cures and treatments if finalized.   The new rules for premerger disclosures and review are particularly concerning to leaders across the industry, many of whom weighed in with their thoughts during the latest comment period on these proposed rules. Read their concerns now: https://lnkd.in/eKGSnUKZ

Retail shareholders are no longer being overlooked in the world of proxy battles. Thanks to technological advancements and ongoing market fluctuations, activist investing has evolved. Now, even those with just a few shares can make a significant impact in proxy contests. Thank you to James Berkow for the opportunity to give my thoughts on this topic with the Globe & Mail.   Last April, a group of retail shareholders who collectively owned 12 per cent of London, Ont.-based Sernova Corp., successfully campaigned for two members of their group to join the biotechnology company’s board of directors.   “That was a group of retail shareholders that primarily met through the message boards like Reddit, CEO.ca or Stockhouse,” said Christine Carson, the CEO of Carson Proxy, which worked with the Sernova group alongside Mr. Morgan (Eric Morgan, partner at Kushneryk Morgan LLP). “Before social media, shareholders could ask for a shareholder list, but then they are having to look up phone numbers, they are having to call people, and then those other shareholders then have a stranger calling them asking for support.”   Not only has it gotten much easier for retail shareholders to connect with each other, Ms. Carson said, “it is also becoming easier in terms of fees, like legal fees and mailing fees.”   “Though companies are still required to mail material, they now have the option of e-mailing materials to shareholders if their e-mail is on file,” she said. “That means all of the Robin Hood accounts and all of the Interactive Broker accounts, for example, their shareholder material is now being e-mailed to them.”   Full article can be found here: https://lnkd.in/g2PysdNY Carson Proxy Advisors #proxysolicitation #carsonproxy #activism #inthenews #theglobeandmail #directors #investorintelligence #globalactivism #vote #voting #retail #shareholders #corporategovernance #proxycontests #agm #ontario

Top of the Moray to you! What would you do if your company were the target of a hostile takeover? A hostile takeover is a type of acquisition in which a company (the acquirer) takes control of another company (the target company) without the approval or consent of the target company's board of directors. In other words, the target company's management does not favor the takeover, hence the term "hostile." Hostile takeovers can harm small businesses and MSMEs. The uncertainty and publicity surrounding a hostile takeover can damage the company's reputation and make it easier to attract customers and partners. Target companies can use certain defenses, such as the poison pill or a golden parachute, to ward off hostile takeovers. One way to prevent hostile takeovers is to establish stocks with differential voting rights, such as a share class with fewer voting rights and a higher dividend. #hostiletakeover #marketing #brandmarketing #salesandmarketing #influencermarketing #linkedinsalesnavigatoruser

Join Antoinette Behan of EdgarAgents and Justin "J.T." Ho of Orrick, Herrington & Sutcliffe LLP , in collaboration with Greg Taxin of Spotlight Advisors, LLC, for a crucial webinar designed for small and mid-cap company counsel. If your company is grappling with persistently low stock prices, lagging performance, media controversies, significant litigation, regulatory challenges, or low governance scores, this event is tailored for you. What to Expect: -Insights on how to effectively mitigate and respond to a proxy contest. -Strategies from leading experts to navigate the complex landscape of shareholder activism. -Practical advice on crafting a cross-functional approach that aligns with your company's unique challenges. Don't miss this opportunity to equip yourself with the tools and knowledge needed to steer your company through the tides of activism. Register in the comments to secure your spot and gain invaluable insights into protecting and advancing your company's interests in these challenging times. June 26th 10 am PT | 12 pm CT | 1 pm ET #FileWithConfidence #CapitalMarkets #CorporateGovernance

The Surprising Truth Behind Startup Success: Equity Vesting. But isn't vesting a hassle? Think of it as: A commitment anchor for founders. A confidence builder for investors. I discuss with Darren Bilotto. Perfect for many companies, but for solo founders? Maybe not. Dive deeper into this strategic tool with us. __________ #Startups   #Entrepreneurship   #BusinessOwners   #Contracts   #EntrepreneurMindset  

Persistently low stock prices, lagging financial and operational performance, media controversy, being subject to significant litigation and regulatory enforcement and low governance scores are just a few of the issues companies struggle with that may make them the target of shareholder activism. This program is a must attend for company counsel of small and mid-cap companies who are looking for a practical, right-sized cross-functional approach to mitigating against or effectively responding against a proxy contest. Orrick’s Justin "J.T." Ho will be joined by Antoinette Behan, Chief Revenue Officer at EdgarAgents (EA), and Greg Taxin, Managing Member at Spotlight Advisors, LLC, for a conversation covering what makes a company a target for a proxy contest, how to avoid one, how to develop the right strategy and team if you find yourself in one and much more. Register now: https://lnkd.in/en5gP5ki #TeamOrrick #proxycontest #shareholderactivism #corpgov #corporategovernance

#SPBRestructuring discuss the key takeaways in the Mallinckrodt adversary proceeding which includes the common defense to a fraudulent transfer claim in bankruptcy concerning a securities transaction is the “safe harbor” defense under section 546(e) of the Bankruptcy Code. Read the full blog here ➡️ https://bit.ly/3P09BX0 #Restructuring | #SafeHarbor

Advanced preparation and a speedy substantive response are the best ways to defeat a short seller’s attack on your company. Boards should think twice before responding with buybacks or dividends, or running to court or regulators. Richard Grossman Demetrius Warrick #stockmarket #litigation #boards #directors #socialmedia #research #communication

Do not forget to claim your front row seat and join Antoinette Behan of EdgarAgents and Justin "J.T." Ho of Orrick, Herrington & Sutcliffe LLP, in collaboration with Greg Taxin of Spotlight Advisors, LLC, for an insightful webinar designed for small and mid-cap company counsel. If your company is grappling with persistently low stock prices, lagging performance, media controversies, significant litigation, regulatory challenges, or low governance scores, this event is tailored for you. 𝙒𝙝𝙖𝙩 𝙩𝙤 𝙀𝙭𝙥𝙚𝙘𝙩: • Insights on how to effectively mitigate and respond to a proxy contest. • Strategies from leading experts to navigate the complex landscape of shareholder activism. • Practical advice on crafting a cross-functional approach that aligns with your company's unique challenges. Don't miss this opportunity to equip yourself with the tools and knowledge needed to steer your company through the tides of activism. Register in the comments to secure your spot and gain invaluable insights into protecting and advancing your company's interests in these challenging times. 𝗝𝘂𝗻𝗲 𝟮𝟲𝘁𝗵 10 am PT | 12 pm CT | 1 pm ET #FileWithConfidence #CapitalMarkets #CorporateGovernance #Webinar