Posts in Deals and M&A
Making Sense of the Musk v. Twitter Standoff

As the world's news cycle grows shorter by the day, events with wide-ranging consequences scarcely have a twenty-four-hour lifespan in the headlines. Few issues aside from COVID-19 and the Russian incursion into Ukraine exhibit staying power. Count the increasingly convoluted legal battle between the world's richest man, Elon Musk and Twitter, Inc. (“Twitter”) as one of these issues. (Forbes). Musk has been attempting for months to void his attempted Twitter takeover. (Giles Turner, Bloomberg). With new developments in the case making headlines every week, it is difficult to keep track of how the case began, where it stands, and the consequences of a ruling in what has turned into a high stakes tug of war…

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End of the Checkbook May be Coming Soon for SPACs

Is there any clear sight for the future of special purpose acquisition companies (“SPACs”), which proliferated in the bull market of the pandemic? Amidst a bear market and increasing scrutiny from the Securities and Exchange Commission (“SEC”), SPACs have crashed as fast as they rose. (Lipschultz, Bloomberg Law). The features, such as their speed and lack of disclosures, that made SPACs so popular, are now causing their failure…

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The Williams Companies, Inc. v. Wolosky: A Tough Pill to Swallow for the Board

The Delaware Supreme Court recently held that a poison pill put in place by The Williams Companies, Inc. (“WCI”) was unreasonable, adopting an eighty-nine page decision issued by the Delaware Court of Chancery on February 26, 2021. (Sierra Jackson, Thomas Reuters). The Court of Chancery ultimately did not believe that a 5% threshold, which acted as the trigger for the poison pill, was reasonable relative to the threat that the pandemic presented to WCI. Id. This will likely discourage other companies from implementing such extreme poison pills in the future, even if the market is volatile as it was during the pandemic. . .

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Moving from Words to Actions: What is Social Justice Due Diligence and How Does it Add Value to the Investor?

The tumultuous events of 2020 and 2021, most notably the COVID-19 pandemic and the global outcry for racial justice, have created new challenges and opportunities for diversity and inclusion. (Kenji Yoshino and Fenimore Fisher, Bloomberg Law). Many companies are grappling with the concept of privilege for the first time. These companies are also rethinking the financial rationale behind engaging in the work of educating about privilege and diverse experiences and are struggling to transform good ideas into practical outcomes. Id. While kind words and acknowledgment of privilege serve as a discussion launch point, the question becomes: what can corporations do in practice to advance social justice and diversity in order to add value to the investor? . . .

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Federal Trade Commission Will No Longer Provide Preliminary Review for All Eligible Mergers & Acquisitions

The Federal Trade Commission (“FTC”) does not have the capacity to review every eligible merger and acquisition (i.e. with a value of $92 million or more) in thirty days or less because of a recent surge that observers have attributed to the pandemic. (Siri Bulusu, Bloomberg Law). The announcement came as a surprise to companies and their counsel who have come to rely on this convenience for more than forty years. (John Stern, National Law Review). . .

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No Such Thing as an Easy Dollar: The SPAC Class Action Boom

SPAC (pronounced “spack”) is a unique type of company that offers radical, but possibly ill-advised, investment opportunities. (John Hyatt, Nasdaq). The letters in the SPAC acronym stand for “special purpose acquisition company.” (Anna-Louise Jackson and Benjamin Curry, Forbes). Many SPACs are also referred to as “blank check” companies. Id. This secondary name “blank check” is fitting given the purpose of a SPAC, which is to operate as a publicly traded company and to raise money despite providing no product or service. . .

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