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“The group has prevailed on a number of occasions in M&A litigation … covering breach of fiduciary duty cases, hostile takeover litigation, material adverse change litigation, poison pill cases, proxy contests, and shareholder derivative suits.” — The Legal 500 US 2014

Takeover Planning & Defense

The M&A lawyers at Latham & Watkins have extensive experience in counseling clients with respect to unsolicited takeovers and takeover defense planning and implementation.

On takeover planning, Latham helps clients:

  • Assess vulnerability to unsolicited takeovers
  • Understand the target company's procedural and structural defenses and likely defensive strategies
  • Update charter and bylaw provisions with defense in mind
  • Advise directors on their rights and obligations in the context of unsolicited takeover bids
  • Provide analyses of legal restrictions on unsolicited takeover bids
  • Implement shareholder rights plans (“poison pills”) or put them “on the shelf”
  • Analyze target company capital structures, including the many issues often posed by the need or desirability of refinancing some or all of the target's public and private debt
Unsolicited Takeover Proposals

Latham M&A lawyers are also experienced in helping defend against unsolicited bids when threatened or launched, including:

  • Responding to privately proposed bids or public “bear hug” overtures
  • Defending against hostile tender offers and related proxy contests
  • Implementing procedural and structural defensive mechanisms
  • Guiding the Board through their fiduciary duties in the hostile bid arena, including their ability to “just say no”
  • Compliance with federal, state and other takeover regimes applicable to such bids
  • Assisting with alternative “white knight” transactions

In addition, Latham M&A litigation teams actively advise and defend directors, as well as implement defensive litigation strategies, when hostile takeover bids are threatened or launched.