Spotlight on Boards The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come … Continued
Cross-Border M&A – 2019 Checklist for Successful Acquisitions in the United States M&A in 2018 began with a bang, with more than $350 billion of deals in January 2018 – a January level not seen since 2000 – and much chatter that M&A volume for the year could hit an all-time record. As it turned … Continued
Dealing with Activist Hedge Funds and Other Activist Investors Introduction Regardless of industry, size or performance, no company should consider itself immune from hedge fund activism. No company is too large, too popular, too new or too successful. Even companies that are respected industry leaders and have outperformed the market and their peers have come … Continued
Brief Commentary on the Foreign Investment Law (Draft) Changes, Highlights and Expectation On December 26, 2018, the National People’s Congress published the Foreign Investment Law of the People’s Republic of China (Draft) (the “New Draft”) in order to solicit public opinion. The New Draft is a revised version of an earlier draft of the Foreign … Continued
Executive Summary/Highlights: Global M&A volume in 2018 reached US$4.0 trillion, a level achieved only once before in the last decade (2015). 2018 was a notably strong year for cross-border M&A, despite escalating trade tensions and anti-globalist rhetoric. US$1.6 trillion (39%) of deals in 2018 were cross-border transactions, approximating recent highs in terms of both dollar … Continued
Bond Market Enforcement to be Unified under the CSRC On December 3, 2018, the People’s Bank of China (the “PBOC”), the China Securities Regulatory Commission (the “CSRC”) and the National Development and Reform Commission (the “NDRC”), were authorized by the State Council to jointly issue their Opinions Concerning the Relevant Issues on Further Strengthening Law … Continued
SEC to Study Quarterly Reporting & Earnings Guidance and their Contribution to Short-Termism In a potentially significant step for public companies and the U.S. economy, the SEC today launched a formal comment process aimed at optimizing the periodic reporting system for U.S. companies. The SEC’s review is wide-ranging, reaching whether reforms could and should be … Continued
Some Thoughts for Boards of Directors in 2019 By Martin Lipton, Steven A. Rosenblum, Karessa L. Cain, Amanda S. Blackett and Kathleen C. Iannone December 14, 2018 In recent years, it has become increasingly evident that the activism-driven corporate world is relatively fragile and is proving to be unsustainable, particularly when viewed in the broader … Continued
Dutch cooling-off period in face of shareholder activism or hostile take-over On December 7, 2018, the Dutch government published draft legislation aimed at promoting a careful decision-making process in case of shareholder activism or a hostile takeover. If enacted in its current form, the proposal would introduce a statutory cooling-off period of up to 250 … Continued
Spotlight on Boards The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent influence on board and company behavior. Today, boards are expected to: Oversee … Continued
