The sources of corporate governance law and regulation in the United States are varied and interrelated. Indeed, US corporate governance practices are also heavily influenced by investor and proxy advisory firm pressures, as well as company-specific factors. There are four key sources of legal...

Now that most major American corporations have dismantled their takeover defences under pressure from governance advocates and shareholder activists, they are more vulnerable to hostile takeover bids and activist attacks. Despite the new “balance” – or perhaps because of its success in...

When the COVID-19 pandemic practically shut down global business in March 2020, the M&A world was thrown into a tailspin. Unsigned pending deals were put on hold, in many cases indefinitely. Xerox dropped its $30 billion hostile bid for HP, citing the global health crisis and resulting...

The covid-19 pandemic that began in 2020 has continued to have a profound impact on the commercial real estate industry, including REITs and real estate private equity. In general, companies with assets that service the digital economy – cell towers, logistics and industrial properties, and...

The COVID-19 pandemic has had a profound impact on the commercial real estate industry, including REITs and real estate private equity. In addition to health and safety issues, many REITs and real estate private equity portfolio companies (and assets) have been confronting difficult issues...

Six years ago, the board of directors of Airgas Inc. just said no to a takeover bid from Air Products that offered a substantial premium to the company's then trading price. The directors' refusal to redeem the “poison pill” rights plan to allow the Air Products bid to proceed was upheld by...

The REIT sector in the United States has expanded dramatically over the past quartercentury. Until the ‘REIT Revolution' of the 1990s, private sources of capital dominated theUS commercial real estate industry, and publicly traded real estate vehicles such as REITsplayed a relatively small...

Although they are among the most common agreements in corporate practice, confidentiality or non-disclosure agreements, and the “standstill” provisions they often include, have historically not had a starring role in mergers and acquisitions litigation. That changed in 2012.Last July, the...

America is a litigious place. Children have sued their parents for having them. Students have sued for higher grades. A man sued his cheating wife to recover his donated kidney. Another who resembled Michael Jordan sued the basketball star for the stress he suffered at being continually mistaken...

To paraphrase the Roman philosophers: "ex Ackman semper aliquid novi." The innovative partnership formed last year between Bill Ackman's Pershing Square hedge fund and Valeant Pharmaceuticals to launch a hostile takeover bid for Allergan, the venerable manufacturer of Botox, stands to net the...