We provide advice to publicly traded companies regarding their vulnerability to uninvited takeovers and proxy contests. To assist clients in their advance planning to ensure that shareholders receive full value in connection with any change of control of the company, we provide advice on:
- corporate and capital structure, including where appropriate the adoption of a shareholder rights plan (so-called "poison pills");
- "anti-takeover" charter and bylaw provisions;
- fiduciary duties of board members and majority stockholders;
- director and officer indemnification; and
- change-of-control compensation arrangements.