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. . .
Read MoreThe Securities and Exchange Commission (“SEC”) will likely amend 17 CFR § 240.10b5-1 (“Rule 10b5”). (Peter Rasmussen and Preston Brewer, Bloomberg Law). The SEC introduced Rule 10b5 more than twenty years ago to provide clarity on insider trading. Id. . .
Read MoreThe 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). . .
Read MoreAs the economy progresses into an era marked by concern for climate change, investors and consumers are increasingly demanding action and focusing their attention on climate change. Publicly traded companies are not currently required to disclose information explaining their exposure to climate change to investors and the public. (Rachel Layne, CBS News). However, this voluntary disclosure may become mandated by the Securities and Exchange Commission (“SEC”) in the immediate future. (Dave Michaels, Wall Street Journal). . .
Read MoreCOVID-19 ushered in a period of economic uncertainty. Stimulus, liquidity, and mounting debt have fueled inflation and in turn, the rise of cryptocurrency. (Julia La Roche, Yahoo Finance). Companies have been looking for alternatives to traditional securities in order to build and sustain their wealth during the period of economic uncertainty caused by COVID-19. Id. On February 8th Tesla, Inc. (“Tesla”) purchased a $1.5 billion stake in Bitcoin—a popular cryptocurrency. (Sam Shead, CNBC). On April 13, a single bitcoin was valued at approximately $65,000. (Omkar Godbole, CoinDesk). However, even with Bitcoin’s rising popularity, billionaire and manager of Bridgewater Associates, Ray Dalio recently predicted that the use of cryptocurrency will be prohibited in the United States in the coming months, citing the Gold Reserve Act of 1934. (Billy Bambrough, Forbes)…
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