Takeover Defenses

Orrick has assisted many companies in considering, developing and implementing defensive devices and strategies against unsolicited or hostile takeovers. Our expertise, combined with our resources, enables the Firm to provide clients with the high quality and timely advice, counseling and assistance required, among other things, to respond to an unsolicited takeover bid, devise and establish defensive measures, participate in a proxy contest, or carry out a defensive recapitalization or “white knight” acquisition of the corporation. In addition, and to the extent warranted by the circumstances, our litigation lawyers experienced in takeover defense matters work closely with our mergers and acquisitions group lawyers on all takeover defense assignments.

The defensive measures considered by our clients with our assistance have included the adoption of charter and bylaw provisions requiring supermajority votes and the payment of a “fair price” for shares, limiting the removal of directors and the calling of shareholder meetings, restricting actions by shareholders and staggering the election of directors. They also have included the adoption of shareholder rights plans or “poison pills,” implementation of dual classes of common stock, reincorporation in Delaware, spin-offs, recapitalizations and other corporate restructurings.