Poison Pills in the Wake of COVID-19
Trends, Types of Poison Pills, Pros and Cons, Key Terms, and Steps to Adopt and Implement
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course 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
Kevin J. Daniels
Managing Director, Mergers & Acquisitions - Activism and Raid Defense
Mr. Daniels joined Merrill Lynch in 2006 and is a senior member of the Mergers & Acquisitions Group at Bank of... | Read More
Mr. Daniels joined Merrill Lynch in 2006 and is a senior member of the Mergers & Acquisitions Group at Bank of America Securities, specializing in activism and defense. He focuses on working with clients on both advance preparation and response to activist accumulations and unsolicited approaches. Mr. Daniels has extensive experience in proxy contests and related governance matters.Close
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