Poison Pills in the Wake of COVID-19
Trends, Types of Poison Pills, Pros and Cons, Key Terms, and Steps to Adopt and Implement
A live 90-minute premium CLE webinar with interactive Q&A
This CLE webinar will discuss how public companies that have seen their market capitalizations adversely impacted by COVID-19 have increasingly turned to shareholder rights plans, also known as "poison pills," to protect themselves against activist investors, opportunistic investors, and strategic buyers looking to buy high-quality assets at a substantial discount to intrinsic value.
- What is a poison pill
- Types of poison pills and how to choose which type of poison pill is right for your company
- Takeover/activism defense poison pills
- NOL poison pills
- Poison pills "on the shelf"
- Poison pill adoptions in the wake of COVID-19
- Pros and cons of adopting a poison pill
- Key poison pill terms and provisions
- How a poison pill works
- Proxy advisory firm policies and guidance on poison pills
- Steps to adopt and implement a poison pill
The panel will review these and other key issues:
- Why poison pills are so effective?
- How to decide whether it is time to adopt a poison pill
- How to avoid prematurely adopting a poison pill
- How to choose whether to adopt a takeover defense or NOL poison pill
- What are the key decisions that need to be made on poison pill terms (e.g., ownership triggering threshold, exercise price, two-tier vs. one-tier triggering threshold) and what factors should influence those decisions?
- Who are the key company advisors needed for a poison pill adoption?
- Why every company, even if not currently in need of a poison pill, should have a poison pill on the shelf ready to be adopted on short notice
- Why the messaging of the reasons for a poison pill’s adoption is critical
- How to balance need for a poison pill with proxy advisory firm guidance
Keith E. Gottfried
Morgan Lewis & Bockius
Mr. Gottfried is a sought-after advisor to public company boards and special committees in connection with shareholder... | Read More
Mr. Gottfried is a sought-after advisor to public company boards and special committees in connection with shareholder activism, corporate governance and M&A matters. As the head of the firm’s nationally recognized shareholder activism defense practice, Mr. Gottfried advises public companies based in the United States, Europe, and Asia on preparing for and/or responding to activist shareholders. Over the course of a legal career that spans more than 25 years, he has advised on numerous high-profile proxy contests, special meeting demands, consent solicitations, and withhold vote/vote no campaigns, as well as unsolicited takeover offers and negotiated and contested M&A situations. Mr. Gottfried also advises public companies and their boards on strategies for making a company less vulnerable to activist shareholders, shareholder engagement, investor communications, corporate governance issues, board composition enhancement, and other board advisory matters.Close
to be announced.
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