Mergers & acquisitions

Takeover planning & defense

Crefovi’s lawyers have experience in advising clients, with respect to unsolicited takeovers, and takeover planning & defense & implementation.

Assisting clients as they face the challenges of takeover planning & defense

In a situation where a potential investor plans a hostile takeover by announcing an unsolicited public tender offer for shares of a company listed on a stock exchange, an appropriate takeover planning & defense strategy is a key factor influencing the targeted company’s future.

High volatility of stock prices, scattered shareholdings, persistently low share prices and a significant discrepancy between the fundamental value and the stock capitalisation – those are the factors that may attract potential investors. Often, they do not want to negotiate deals directly with shareholders but decide to act by surprise instead.

On takeover planning & defense, the law firm Crefovi supports 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”, and
  • 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

Crefovi has a team of M&A lawyers, who are also experienced in contributing to takeover planning & defense, by 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 national, state and other takeover regimes applicable to such bids, and
  • assisting with alternative ‟white knight” transactions.

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

A global network

Clients praise Crefovi’s lawyers for their responsiveness & ability to understand the technical, business and legal aspects of each matter in relation to takeover planning & defense, and come back, matter after matter, to be advised by them.

While London and Paris based, we routinely work across borders. The vast majority of our engagements are multi-jurisdictional. We are used to working in multinational teams, and rely on our network of specialist lawyers for support in other jurisdictions.

The team has therefore established an extensive international network of mergers & acquisitions contacts and a close association with other specialist lawyers worldwide. Our history of successes in high profile, politically sensitive matters reflects an ability to act swiftly and with the utmost discretion.

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