Developments in Takeover Defense

My firm extends an invitation to readers of the Harvard Law School Corporate Governance Blog to join us for a 60-minute informative Webcast on Developments in Takeovers Defenses tomorrow, September 23 at noon ET. You may do so from the comfort of your office by simply logging in a few minutes prior to the start of the program.

Not all takeover defenses are created equal and recent trends show that yesterday’s state of the art may not be very effective in the current environment which is dominated by hedge fund destabilization and other activist investor campaigns. This complimentary Webcast will first focus on the risks posed by investors who don’t seek 100% ownership of a company, but rather embrace short term “event” driven strategies. We will then turn to potential innovative strategies companies can adopt to defuse these risks.

The program is as follows:

Review of Market
• Hostile deal making
• Hedge Fund destabilization

Advance Notice Bylaws
• Implications of Cnet and Office Depot cases
• Disclosure of derivatives and empty voting
• Disclosure of activist investor “Wolf Packs”
• Other disclosures to increase transparency
• Updating requirements for increased transparency

Poison Pills
• Pros and cons of adoption vs. putting Pill on the “shelf”
• Treatment of synthetic equity and other derivatives
• Can and should Pills deal with “Wolf Packs”
• Is conventional Pill design too draconian for today’s markets

I will be presenting, together with my partners Mark Gerstein, Laurie Smilan, and Bradley Faris.

The program materials are available here. To register online, click here. Additional details and a link to log-on to the Web conference site will be sent to registrants prior to the event. For more information and questions about this event, please contact
Wendy Moore at +1.714.755.8109.