Tailored poison pill structures fortify defenses against hostile threats

Tailored poison pill structures fortify defenses against hostile threats
By Mr. Douglas N. Cogen & Mr. David K. Michaels & Mr. Ethan A. Skerry

Companies facing volatility may need to evaluate their existing corporate structural defenses and consider whether to prepare or adopt a stockholder rights plan, or “poison pill”, according to the authors of this timely paper.

To improve the prospects of a positive market and judicial review, defensive measures will likely need to be considered within their jurisdiction’s fiduciary framework and...

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Modifications to merger review procedures may cause significant delays

Modifications to merger review procedures may cause significant delays
By Mr. Bill Batchelor & Mr. Andrew L. Foster & Mr. Kenneth B. Schwartz & Mr. David P. Wales

The global spread of the coronavirus has disrupted merger review procedures, as the authors of this paper explain. Dealmakers should expect delays in the antitrust review of notified transactions and material extension of prenotification reviews, with some non-U.S. agencies refusing to accept formal notifications.

Only a limited number of countries’ competition authorities have fully suspended activities, closed or announced an automatic suspension of review deadlines; additional suspensions are likely as the...

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Why do acquirers outperform in a weak economy?

Why do acquirers outperform in a weak economy?
By Dr. Jens Kengelbach & Dr. Georg Keienburg & Mr. Jeff Gell & Mr. Jesper Nielsen & Dr. Maximilian Bader & Mr. Dominik Degen & Prof. Sönke Sievers

When economic downturns roil markets across the world and investors witness their returns diminish, dealmakers stand to benefit from downturns. Rather than retreating to the sidelines, dealmakers often reap significant returns from deals done in weak economies compared to returns from deals completed in strong market conditions.

This paper presents an analysis of the performance of strong- and weak-economy deals, comparing deals after two years from the time of announcement. Generally, the researchers distilled two key imperatives for....

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Managing spinoff transactions with a sophisticated tax overlay

Managing spinoff transactions with a sophisticated tax overlay
By Cathy Birkeland & Mark D. Gerstein & Ryan Maierson & Laurence J. Stein & Pardis Zomorodi & Alexa Berlin

To ensure the successful execution of a transaction for both SpinCo and RemainCo, both companies need to position the carveout to successfully operate as a stand-alone company.   

The authors of this paper look at the complex duties of care and loyalty that are unique to carveouts and consider the methods deal team should employ to structure this type of transaction, satisfy disclosure requirements, and ensure tax-free value creation through...

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New research compares M&A strategies and overall shareholder returns

New research compares M&A strategies and overall shareholder returns
By Mr. Jeff Rudnicki & Mr. Andy West & Kate Siegel

Companies that regularly pursue moderately-sized transactions generally outperformed peers, according to research conducted by the authors of this paper, which studied overall shareholder returns versus transformational deals.

The research showed the most successful companies are placing “multiple bets” and being “nimble with [their capital]” while making several acquisitions even...

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