The Genzyme-Sanofi transaction is being structured as a
tender offer with a back end short form merger ( merger agreement ). To accomplish the short merger,
they are employing a top-up option. The top-up option language is
below. The option is triggered...
Download it, get a cup of coffee, close the door, and
start reading this primer on the pill, Unocal, and "just say no"
defense. Spoiler alert: Airgas wins and Air Products drops its bid and moves on. So, looks
like no appeal in the works...
If you're on the deal team and you trade in the target's
stock ... well ... it goes without saying that you're a bad lawyer. The
latest to learn this lesson? Todd Leslie Treadway, a former employee
benefits and executive comp associate...
While we await the Airgas decision, Steve Pearlstein (who
I had the pleasure of meeting once in Saigon) has some thoughts in the Washington Post on the AOL-HuffPost
merger. He thinks its the AOL-TimeWarner deal all over again: AOL looking
for a route...
In the most cynical view of the shareholder lawsuit,
managers are happy to settle even spurious claims because the global release
and settlement generates effectively a 'get out of jail free' card absolving
them of any fiduciary failings that...
OK, I'll let the allegations in the a couple of early
paragraphs of this recent
SEC complaint speak for themselves:
Beginning in at least August 2010, defendant Zizhong Fan,
a manager at Seattle Genetics, learned confidential information about...
So, tomorrow Chancellor Chandler will take up the
question of whether to order the Airgas board to pull its pill. Air
Products, you'll remember, has been pursuing Airgas for many months now.
Airgas has steadfastly said "No." In the fall...