Hostile Takeover Defenses: Recent Decisions
Evaluating and Structuring Anti-Takeover Strategies
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide guidance to counsel for evaluating and structuring strategies to address hostile takeovers. The panel will review relevant Delaware cases and will also consider other states’ takeover regimes.
- Introduction — the framework for hostile takeovers
- Takeover defenses
- Poison pills: recent innovations and use of “on the shelf” pills
- Staggered boards
- Special meetings and action by written consent: trends and practical implications
- State anti-takeover statutes
- What we can learn from recent takeover decisions and state statutory frameworks
- Air Products v. Airgas
- Versata v. Selectica
- Nevada and other non-DE states
- Best practice strategies
- Review and attend to long-term business/strategic plan
- Review defensive profile
- Attention to relationships with stockholders
- Assemble the right team
- Develop a communications plan
- The importance of process and keeping a record
The panel will review these and other key questions:
- What are the anti-takeover protection provisions being implemented to effectively avoid hostile takeovers in the current deal environment?
- How can counsel for companies best mitigate the risk of a hostile takeover in the pre-bid and post-bid stage?
- How have recent Delaware court decisions addressed poison pills and staggered boards?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Joseph J. Basile
Weil Gotshal & Manges
His practice focuses on complex domestic and cross-border M&A transactions, control and minority investments, joint... | Read More
His practice focuses on complex domestic and cross-border M&A transactions, control and minority investments, joint ventures and strategic alliances. He has extensive experience in distressed M&A transactions and frequently advises on corporate and securities law matters in complex financial restructurings. His clients include both corporate strategics and major private investment funds.Close
Adam H. Offenhartz
Gibson Dunn & Crutcher
He focuses on commercial litigation with an emphasis on corporate control contests, regularly providing advice to... | Read More
He focuses on commercial litigation with an emphasis on corporate control contests, regularly providing advice to companies, special board committees and activist shareholders on corporate control, mergers and acquisitions and litigation related matters. He has authored numerous articles on the poison pill defense and other Delaware court decisions dealing with corporate control contests.Close
Gibson Dunn & Crutcher
He has extensive experience representing public and private acquirers and targets in connection with mergers,... | Read More
He has extensive experience representing public and private acquirers and targets in connection with mergers, acquisitions and takeovers, both negotiated and contested. He represents public and private companies in connection with proxy contests, leveraged buyouts, spin-offs, divestitures, restructurings, recapitalizations, joint ventures and other complex corporate transactions.Close