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.

Why Latham

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.  

Awards & Rankings

Awards & Rankings content for Takeover Defense
  • Latham & Watkins Ranked #1 for Activism Defense - July 21, 2019
  • Latham Ranked #1 for Activism Defense in Q1 2018 - April 30, 2018

Latham & Watkins is ranked in Tier 1 among law firms for Shareholder Activism: Advice to Boards.

– The Legal 500 2019 

Media Coverage

Proxy Access: Preparing for the 2016 Proxy SeasonActivists in the Boardroom: How to Prepare and Keep the Dialogue Productive Defenders Against Activist Attacks Redesign Their Armor


Latham & Watkins Ranked #1 for Activism Defense Latham Ranked #1 for Activism Defense in First Three Quarters of 2018Latham Ranked #1 for Activism Defense in Q1 2018

Thought Leadership

Activists in Your Boardroom: Planning for and Managing the New Dynamic The Resilient Rights Plan