Company Debevoise & Plimpton LLP. Sergio has 5 jobs listed on their profile. Export. What signal will be sent to stockholders by adopting a pill? The 20th Anniversary Conference in Review. The significant decline in public company equity values stemming from the COVID-19 crisis has, as in previous economic crises, raised the specter of opportunistic behavior. (i.e.
The majority of the pills adopted in March and April of this year expire in less than one year (typically 364 days after adoption) and are triggered by acquisitions in the range of 10-15% of the company’s equity. In its Policy Guidance on the “Impacts of the Covid-19 Pandemic” issued on April 8, 2020, while ISS confirmed that it will continue to apply the same general guidelines and case-by-case approach in reviewing poison pills, it also signaled that, with appropriate disclosure, a severe stock price decline as a result of the COVID-19 pandemic is likely to be considered valid justification in most cases for adopting a pill of less than one year. Once alerted, the company can adopt a pill prior to the expiration of the waiting period. How can experienced fund managers adapt their skills to meet the challenges of the current economic climate? In any event, boards need to be attuned to the views of their stockholders and prepared for resistance from proxy voting advisors should they decide to adopt a stockholder rights plan.
View Sergio Torres’ profile on LinkedIn, the world's largest professional community. ¡Disponible en todas las tiendas digitales! Decisions to adopt a pill in response to a specific threat, or whether to redeem a pill, will be reviewed based on the specific threat posed.
What are the key factors to consider when going to market with a fund (i.e. For example, for regulated businesses such as banks and insurance companies, acquisitions of equity interests above specified thresholds generally require approval by applicable regulators. Given current circumstances, is the threat of an adverse recommendation by proxy voting advisors less of a concern? This reportedly caused ISS to classify the pill as “highly restrictive” and to recommend against the election of the company’s Chairman at the company’s upcoming stockholder meeting. Ultimately, the specific design of a pill should be tailored to the type of threat perceived by the company. At the end of 2009, 346 companies in the S&P Composite 1500 index had stockholder rights plans in place, while only 25 had such plans at the end of 2019. the recognition by boards that companies can achieve much of the benefit of a rights plan by having one “on the shelf,” ready for immediate adoption if and when needed, rather than continuously in place irrespective of any specific threat. To what extent does the company have other protections against unwanted share accumulations? Sergio Torres - Vino Tinto INOLVIDABLE | Nuevo disco 2019. Which market sectors are attracting LP interest? The decline in stock prices stemming from the COVID-19 pandemic has caused a number of companies to adopt stockholder rights plans, commonly known as poison pills. View Sergio Torres’ profile on LinkedIn, the world's largest professional community. The difference between “CSR” “ESG” and “SDG”, Global Best Practices for ESG Policy and Process, How GPs Are Incorporating the SDGs to Raise Capital. 11/4/2018 1:52 AM. The Debevoise team is led by partner Maurizio Levi-Minzi (Picture) and includes partner Peter A. Furci, associate Sergio Torres and international associates Agustina M. Ranieri and Leticia Machado.
In recent years, however, pills have gone out of fashion. Legal strategies to maintain marketable positions with LPs. In considering the necessity of adopting a poison pill in the current environment, boards of public companies should take into account its signaling effect, as well as the likelihood and nature of potential threats and the fiduciary standards applied by courts in reviewing it. What are DFI’s institutional priorities in adding new managers, strategies, and geographies? Which specific terms should the pill contemplate to reflect the current threat? Arkema Group’s Acquisition Of Ideal Work S.r.l. Sergio has 4 jobs listed on their profile. What can managers do to put their best foot forward in the diligence process? View the profiles of people named Sergio Torres. How often and how much do those priorities change, and how can managers stay current? Here too, derivative positions can be used to obscure the accumulation of large equity positions.
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Well-capitalized investors may take advantage of depressed prices to acquire stakes in or launch unsolicited offers for temporarily undervalued companies. The decline in stockholder rights plans over the prior decade resulted from several factors, including: The two most prominent proxy voting advisors, ISS and Glass Lewis, will in general recommend that shareholders vote against directors who approve the adoption of a rights plan without shareholders’ approval unless, among other things, the plan expires in less than one year, is put to a shareholder vote or, subject to specific requirements, is designed principally to protect net operating losses carryforwards. Sergio Torres, Associate, Debevoise & Plimpton LLP Rafael Kariyev, Partner, Debevoise & Plimpton LLP 12:55-13:45 | LP-GP Networking Lunch 13:45-14:10 | Best Practices in the Current Fundraising Climate
Law360 (April 19, 2019, 4:07 PM EDT) -- With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days helmed by firms such as Debevoise and Weil.
What missteps can most hurt a manager vying for DFI commitments? The reasons for the pill should be clearly communicated, as should the intention of the board to continue to evaluate its necessity, as well as other steps to protect the company’s stockholders from opportunistic behavior. Although these plans are a powerful defense against share accumulations, their use has gone out of fashion, and they remain generally disfavored by institutional investors and proxy advisors. What is the range of market terms and LP/GP pressure points? Poison pills are one of the more powerful tools a board can deploy to limit undesired accumulations of a company’s shares. HSR generally calls for a 30-day waiting period before an investor can acquire shares with a value in excess of $94 million—which period cannot begin until the company makes its own filing. What are best practices for first time fundraising, and what common pitfalls should fund managers avoid? Email. Direct investments? As shown in Exhibit A, recently adopted pills are structured with shorter sunset dates and low trigger thresholds to reflect the expected relatively short-term nature of the COVID-19 threat.
In considering whether to adopt a stockholder rights plan in the current environment, boards should consider the following: The courts of Delaware have made clear that the decision of the board to adopt a stockholder rights plan on a “clear day”—i.e., in the absence of any specific threat—is protected so long as the board reasonably perceives a threat from the possibility of hostile actions. UK Modern Slavery Act Transparency Statement. timing, branding, target investors, etc.)?
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