At the beginning of the COVID outbreak in the US, The Williams Companies adopted an unusually protective poison pill to thwart any activist campaigns that might arise in the then existing market conditions. Vice Chancellor McCormick struck down the pill in a decision published February 26. The Vice Chancellor’s decision is important in at least two regards. First, it seems to have significantly narrowed the idea of what constitutes a “threat” from an activist that…

Any General Counsel who has been through a renewal of the company Directors and Officers Liability Insurance policy in the past couple of years has experienced a highly distressed market, with dramatic increases in prices, and challenges with respect to availability in many cases. I sat down (virtually) with Michael Welling, a partner at Meridian Risk Management to discuss the state of the market and strategies going forward.AJS: What are the factors that have led…

On February 4, 2021, the US Federal Trade Commission (“FTC”) and the US Department of Justice (“DOJ”) jointly announced that they would immediately suspend the common practice of granting “early termination” of the initial 30-day waiting period under the Hart-Scott-Rodino Act (“HSR Act”). Citing an unprecedented volume of HSR Act filings, the US presidential transition, and the ongoing effects of the COVID-19 pandemic, Acting FTC Chairwoman Rebecca Slaughter and DOJ Deputy Assistant Attorney General Richard…

Just before year end, the Department of Labor finalized its new rules on ESG investing and voting for retirement and pension funds.  The rules sharply restrict the ability of the fiduciaries of retirement and pension funds to make investments based on ESG factors, or to vote shares held by such funds in favor of ESG issues.  The rules are unlikely to prove popular with the Biden administration, but regardless of how long they survive, the…