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Mergers IPOs

Mergers & Acquisitions

Special Purpose Acquisition Company (SPAC) Market Study 2021

Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more

Update on the Prevalence of SPAC IPOs

In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more

Increasing Prevalence and Size of SPAC IPOs

The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more

Observations on Recent Poison Pill Activity

As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more

Coronavirus Pandemic's Impact on Stock Swap Valuations

Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more

Corporate America's Medicine Against Coronavirus

Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more

Coronavirus Impact on M&A Agreement Drafting

Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more

Second Most Active U.S. Public M&A Environment on Record

The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.


Top 5 Largest U.S. Public M&A Deals Announced during First Half 2019
Target Acquirer Equity Value ($bil)
Celgene Corporation Bristol-Myers Squibb Company 71.6
Raytheon Company United Technologies 52.0
Anadarko Petroleum Occidental Petroleum 37.9
Worldpay, Inc. Fidelity National Information Services 34.8
SunTrust Banks BB&T Corporation 28.2

Market Leaders - U.S. Public Mergers

Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.

Rank Firm Equity Value ($bil)
1 Wachtell, Lipton, Rosen & Katz 249.4
2 Kirkland & Ellis 100.8
3 Skadden 88.4

M&A Adviser Fee Watch

As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.

Corporate Governance Activity

Aspira Women's Health Inc.07 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Booking Holdings Inc.07 May 21
Exempt Solicitation
DPD Note: As You Sow filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its stockholder proposal requesting the company issue a climate transition report that addresses the scale and pace of its responsive measures associated with climate change. The proposal was submitted by As You Sow on behalf of The Thornhill Company and will be voted on at the company's June 2021 annual meeting. (PX14A6G )
Bunge Limited07 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 5, 2021 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that received a majority of votes cast and was approved. (8-K )
Cadence Design Systems, Inc.07 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 6, 2021 annual meeting include a stockholder proposal to amend the company's written consent provision to reduce the ownership threshold for stockholders to request a record date to take action by written consent from 25% to 10% (i.e., the 25% threshold to initiate the written consent process) that failed to receive a majority of votes cast and was not approved. (8-K )
Caterpillar Inc.07 May 21
Exempt Solicitation
DPD Note: As You Sow filed a Notice of Exempt Solicitation on a voluntary basis in support of a stockholder proposal requesting the company prepare a report disclosing its climate policies, performance, and improvement targets, if any, responsive to each of the indicators set forth in the Net Zero Benchmark, or any rationale for failure to adopt these metrics. The proposal was submitted by As You Sow on behalf of The Thornhill Company and another unnamed co-filer and will be voted on at the company's June 2021 annual meeting. (PX14A6G )
Clean Energy Fuels Corp.07 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Danaher Corporation07 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 5, 2021 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 10% that did not receive a majority of votes cast and was not approved. (8-K )
Delek US Holdings, Inc.07 May 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 03/11/2021 (10-Q )
Ecolab Inc.07 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 6, 2021 annual meeting include a stockholder proposal to amend the company's proxy access bylaw provision (aka a proxy access "fix-it" proposal - no stockholder limit to aggregate shares) that failed to receive a majority of votes cast and was not approved. (8-K )
Essent Group Ltd.07 May 21
Failed Say On Pay
DPD Note: At the company's May 5, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (10-Q )
General Dynamics Corporation07 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 5, 2021 annual meeting include a stockholder proposal to allow shareholders of a combined 10% of O/S the power to call a special shareholder meeting that failed to receive a majority of votes cast and was not approved. (The company's bylaws provide that the Board will call a special meeting upon the written request of a single shareholder holding 10% of the outstanding common stock or one or more stockholders holding 25%.) (8-K )
General Electric Company07 May 21
Failed Say On Pay
DPD Note: At the company's May 4, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
General Motors Company07 May 21
Exempt Solicitation
DPD Note: As You Sow filed a Notice of Exempt Solicitation on a voluntary basis in support of its stockholder proposal requesting the company report on whether executive remuneration can be linked to reductions in GHG emissions. The proposal will be voted on at the company's June 2021 annual meeting. (PX14A6G )
Gladstone Commercial Corporation07 May 21
Failed Director Elections/Zombie Directors
DPD Note: At the company's May 6, 2021 annual meeting, a majority of the votes cast were withheld from one of the three company directors up for election at the meeting. Walter H. Wilkinson, Jr. was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
INDUS Realty Trust, Inc.07 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MGM Resorts International07 May 21
Failed Company Defense Change Vote
DPD Note: Vote results for May 5, 2021 annual meeting include a company proposal to amend the charter to authorize 50,000,000 shares of blank check preferred stock that was not approved. (8-K )
Monster Beverage Corporation07 May 21
Exempt Solicitation
DPD Note: As You Sow filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for a proposal requesting the company amend the bylaws to establish an annual non-binding advisory vote for the approval or disapproval of the company's publicly available climate policies and strategies ("say on climate"). The proposal was submitted by As You Sow on behalf of Booth Investments, LLC and will be voted on at the company's June 2021 annual meeting. (PX14A6G )
Newell Brands Inc.07 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 5, 2021 annual meeting include a stockholder proposal to amend the company's written consent provision to lower the ownership threshold for stockholders to request a record date to take action by written consent from 25% to 10% that failed to receive a majority of votes cast and was not approved. (8-K )
Paycom Software, Inc.07 May 21
Failed Director Elections/Zombie Directors
DPD Note: At the company's May 3, 2021 annual meeting, a majority of the votes cast were against the re-election of one of the two Class II company director nominees. Frederick C. Peters II submitted his resignation from the Board pursuant to the company's Corporate Governance Guidelines. Mr. Levin's tendered resignation was rejected by the Board. (8-K )
Paycom Software, Inc.07 May 21
Failed Say On Pay
DPD Note: At the company's May 3, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
TEGNA, Inc.07 May 21
Update:Proxy Fight Director Nomination on 01/21/2021
DPD Note: Press release announcing that based on a preliminary vote count, all 12 of the company's director nominees were re-elected at the May 7 annual meeting (i.e., none of the Standard General L.P.'s three nominees were elected). (Press Release )
Tribune Publishing Company07 May 21
Exempt Solicitation
DPD Note: Communications Workers of America (CWA) filed a second Notice of Exempt Solicitation on a voluntary basis related to its call for stockholders to vote against the approval of the merger agreement under which the company will be acquired by Alden Global Capital. The filing includes a letter to stockholders highlighting the company's latest earnings report as further evidence the proposed acquisition undervalues the company. The special meeting to approve the merger is scheduled for May 21, 2021. (PX14A6G )
Universal Stainless & Alloy Products, Inc.07 May 21
Poison Pill Ratify Proposal
DPD Note: Vote results for May 5, 2021 annual meeting include the approval of a non-binding resolution to ratify the company's Tax Benefits Preservation Plan. (8-K )
Verint Systems Inc.07 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
W. R. Grace & Co.07 May 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2021 annual meeting on July 7, 2021 which is more than 30 days later than the anniversary of the company's 2020 annual meeting held on May 12, 2020 triggering a new deadline under Rule 14a-8. The company provided a deadline of May 14, 2021 to submit such proposals. (8-K )
Advantage Oil & Gas Ltd.06 May 21
Poison Pill Ratify Proposal
DPD Note: Vote results for May 6, 2021 annual meeting include the reconfirmation of the company's amended and restated shareholder rights plan (results disclosed via Canada's SEDAR.com system). In 2018, the company voluntary delisted its common shares from the NYSE and filed a Form 15 to deregister the common shares and suspend its SEC reporting obligations ("going dark"). The common shares continue to trade on the Toronto Stock Exchange. (Report of voting results (SEDAR) )
Adverum Biotechnologies, Inc.06 May 21
Update:Proxy Fight Director Nomination on 04/05/2021
• Press release: Glass Lewis Joins ISS In Recommending Adverum Shareholders Vote for All Three Independent Sonic Director Nominees (Press Release )
Amazon.com, Inc.06 May 21
Exempt Solicitation
DPD Note: New York State Common Retirement Fund filed a second Notice of Exempt Solicitation in support of its stockholder proposal requesting the Board commission a racial equity audit analyzing the company's impacts on civil rights, equity, diversity and inclusion, and the impacts of those issues on its business. The filing includes text from a slide presentation at a May 6, 2021, webinar hosted by The Interfaith Center on Corporate Responsibility. The proposal will be voted on at the company's 2021 annual meeting. (PX14A6G )
AMC Entertainment Holdings, Inc.06 May 21
Advance Notice Disclosure
DPD Note: The company disclosed a new submission window of May 30, 2021 to June 29, 2021 to submit non-14a-8 proposals and nominations for the postponed 2021 annual meeting that is now scheduled for July 29, 2021. (10-Q )
American Express Co.06 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 4, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent that failed to receive a majority of votes cast and was not approved (currently written consent allowed only if unanimous). (8-K )
Ares Management Corporation06 May 21
Governing Documents Filing (No Disclosure)
DPD Note: The company filed a restated charter effectibe April 1, 2021 in the May 6, 2021 10-Q but did not provide any disclosure regarding changes made to the document since it was last amended in November 2020. The only changes identified by Deal Point Data were to several Ares-related entity definitions in Articles XX and XXI. (10-Q )
Bristol-Myers Squibb Company06 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 4, 2021 annual meeting include stockholder proposals to allow stockholders to act by written consent and provide that 10% shareholders can call special meetings that failed to receive a majority of votes cast and were not approved. At the same meeting, a management proposal to decrease the ownership threshold for shareholders to call special meetings from 25% to 15% was approved, and the charter amended to implement the change. (8-K )
CF Industries Holdings, Inc.06 May 21
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 05/04/2021 (10-Q )
Chevron Corporation06 May 21
Exempt Solicitation
DPD Note: Majority Action filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of Chair/CEO Michael K. Wirth and Lead Director Ronald D. Sugar at the company's May 2021 annual meeting citing the company's failure to set ambitious decarbonization targets in line with 1.5°C pathways and align business plans and policy to influence these targets. (PX14A6G )
Delek US Holdings, Inc.06 May 21
Update:Proxy Fight Director Nomination on 02/02/2021
DPD Note: Press release announcing that based on the preliminary vote count, shareholders voted to elect all eight of the company's director nominees (i.e., none of the Icahn/CVR Energy, Inc. nominees were elected). (Press Release )
Devon Energy Corporation06 May 21
Exempt Solicitation
DPD Note: Majority Action filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of Chair David A. Hager and Lead Director Kelt Kindick at the company's June 2021 annual meeting citing the company's failure to set ambitious decarbonization targets in line with 1.5°C pathways and align business plans and policy to influence these targets. (PX14A6G )
Dominion Energy, Inc.06 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 5, 2021 annual meeting include a stockholder proposal to amend the company's proxy access bylaw provision (aka a proxy access "fix-it" proposal - no stockholder limit to aggregate shares) that failed to receive a majority of votes cast and was not approved. (8-K )
Exxon Mobil Corporation06 May 21
Exempt Solicitation
DPD Note: Majority Action filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to consider the company's failures on climate performance, including the failure to set net-zero by 2050 targets and realign investment plans to limit global warming to 1.5°C, in deciding how to vote on directors at the May 2021 annual meeting. The company is facing a proxy fight from Engine No. 1 to elect four dissident director nominees. (PX14A6G )
Five Below, Inc.06 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Harley-Davidson, Inc.06 May 21
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/28/2020 (10-Q )
iHeartMedia, Inc.06 May 21
Poison Pill Expiration
DPD Note: On May 5, 2021, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Kellogg Company06 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for April 30, 2021 annual meeting include a stockholder proposal to allow 15% stockholders to call special meetings that received a majority of votes cast and was approved. (8-K )
Kellogg Company06 May 21
Failed Company Defense Change Vote
DPD Note: Vote results for April 30, 2021 annual meeting include a company proposal to amend the charter to eliminate the supermajority vote requirement (66.67%) to remove directors, amend certain charter and bylaws provisions and approve mergers that was not approved. The proposal was supported by 52% of the outstanding votes but failed to receive the 66.67% required for approval. (8-K )
KVH Industries, Inc.06 May 21
Update:Proxy Fight Director Nomination on 03/04/2021
DPD Note: VIEX Capital Advisors, LLC 13D/A discloses that Potomac Capital Management has joined its "group" adding to its ability to "help the Issuer improve its operations and maximize value for all stockholders". VIEX previously nominated a two-person slate for election to the company's Board at the 2021 annual meeting but the company has questioned the validity of the nominations. (SC 13D/A )
McDonald's Corporation06 May 21
Exempt Solicitation
DPD Note: CtW Investment Group filed a fourth Notice of Exempt Solicitation related to its call for fellow stockholders to vote against the re-election Chair Enrique Hernandez, Jr. and Compensation Committee Chair Richard Lenny at the company's May 2021 annual meeting for failing to enforce a "zero reward" policy in cases of sexual misconduct. The filing includes a communication regarding the campaign sent to investors by employees of CtW Investment Group and by employees of the New York City Comptroller's Office. (PX14A6G )
Merck & Co., Inc.06 May 21
Exempt Solicitation
DPD Note: Province of Saint Joseph of the Capuchin Order filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting a report on whether and how the direct and/or indirect receipt of public financial support for development and manufacture of a vaccine or therapeutic for COVID-19 is being, or will be, taken into account when making decisions that affect access to such products, such as setting prices. The proposal will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Oak Street Health, Inc.06 May 21
Other Material Defense/Proxy Disclosure
DPD Note: Vote results for May 5, 2021 annual meeting include company proposals to "approve, on an advisory basis" the retention of the company's classified board structure and supermajority voting standards that have been in place since the company's IPO in August 2020. Both proposals passed with significant support (the board made recommendations in support of both), and the company will retain both provisions. (8-K )
Okta, Inc.06 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
One Liberty Properties, Inc.06 May 21
Governing Documents Filing (No Disclosure)
DPD Note: The company filed an undated restated bylaws in its form 10-Q on May 6, 2021 but did not provide any disclosure regarding changes made to the document since the previous bylaws effective June 2020. The only changes identified by Deal Point Data was to correct typographical errors, make stylistic changes and remove outdated provisions. (10-Q )
Oxford Industries, Inc.06 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Parker Hannifin Corporation06 May 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 04/22/2021 (10-Q )
Primo Water Corporation06 May 21
Poison Pill Amendment
DPD Note: Amendment to reflect the change of the corporate name from "Cott Corporation" to "Primo Water Corporation"" (8-K )
Primo Water Corporation06 May 21
Poison Pill Ratify Proposal
DPD Note: Vote results for May 4, 2021 annual meeting include the approval of company's Amended and Restated Shareholder Rights Plan Agreement dated as of May 4, 2021. (8-K )
Recro Pharma, Inc.06 May 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/21/2021 (10-Q )
Saga Communications, Inc.06 May 21
Exempt Solicitation
DPD Note: California Public Employees Retirement System (CalPERS) filed a Notice of Exempt Solicitation on a voluntary basis in support its stockholder proposal requesting the company adopt a majority vote standard to elect directors in uncontested elections (from a plurality standard). The proposal will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Six Flags Entertainment Corporation06 May 21
Failed Company Defense Change Vote
DPD Note: Vote results for May 5, 2021 annual meeting include a company proposal to amend the charter to eliminate the supermajority vote requirement (75%) to to amend the bylaws that was not approved. The proposal was supported by 73% of the outstanding votes but failed to receive the 75% required for approval. (8-K )
Stericycle, Inc.06 May 21
Exempt Solicitation
DPD Note: International Brotherhood of Teamsters filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting the company amend its clawback policy to include reputational harm. The proposal will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Teleflex Incorporated06 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for April 30, 2021 annual meeting include a stockholder proposal to declassify the Board that received a majority of votes cast and was approved. (8-K )
Washington Trust Bancorp, Inc.06 May 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/27/2021 (10-Q )
Amazon.com, Inc.05 May 21
Exempt Solicitation
DPD Note: Zevin Asset Management, LLC filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal to require an independent Board Chair. The proposal will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Ampio Pharmaceuticals, Inc.05 May 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2021 annual meeting on August 14, 2021 which is more than 30 days earlier than the anniversary of the company's 2020 annual meeting held on December 12, 2020 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of May 16, 2021 to submit any proposals or nominations. (10-Q )
Aquestive Therapeutics, Inc.05 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AT&T Inc.05 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for April 30, 2021 annual meeting includes a stockholder proposal to reduce the vote required for action via written consent that failed to receive a majority of votes cast and were not approved. (8-K )
AT&T Inc.05 May 21
Failed Say On Pay
DPD Note: At the company's April 30, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Baxter International Inc.05 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 4, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent that received a majority of votes cast and was approved. (8-K )
Best Buy Co., Inc.05 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
BJ's Wholesale Club Holdings, Inc.05 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
BlackRock, Inc.05 May 21
Exempt Solicitation
DPD Note: The Shareholder Commons filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for a stockholder proposal requesting the company convert a Public Benefit Corporation. The proposal was submitted by James McRitchie and will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Bluegreen Vacations Holding Corporation05 May 21
Poison Pill Amendment, Poison Pill Termination (proactive)
DPD Note: Accelerate expiration date from June 17, 2022 to the date of the consummation of the company's merger with its subsidiary Bluegreen Vacations Corporation on May 5, 2021 (disclosed in body of 8-K/8-A/A, actual amendment has yet to be filed) (8-K )
CF Industries Holdings, Inc.05 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 4, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent that failed to receive a majority of votes cast and was not approved. (8-K )
Cryoport, Inc.05 May 21
Failed Director Elections/Zombie Directors
DPD Note: At the company's April 30, 2021 annual meeting, a majority of the votes cast were withheld from one of the six company directors up for election at the meeting. Robert Hariri, M.D., Ph.D. was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Dave & Buster's Entertainment, Inc.05 May 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Earthstone Energy, Inc.05 May 21
Advance Notice Disclosure
DPD Note: The 10-Q for the quarter ended March 31, 2021 includes the same new advance notice deadlines the company disclosed in an 8-K filing on April 29, 2021. (10-Q )
Edwards Lifesciences Corporation05 May 21
Defense Related Stockholder Proposal
DPD Note: Vote results for May 4, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent that failed to receive a majority of votes cast and was not approved. (8-K )
Eli Lilly and Company05 May 21
Failed Company Defense Change Vote
DPD Note: Vote results for May 3, 2021 annual meeting include company proposals to amend the charter to declassify the Board and eliminate supermajority vote requirements to amend certain charter provisions, remove directors, and approve business combinations that were not approved. The proposals were supported by approximately 70% of the outstanding shares but failed to receive the 80% required for approval. (8-K )
Enzo Biochem, Inc.05 May 21
Update:Proxy Fight Director Nomination on 11/27/2020
DPD Note: Roumell Asset Management, LLC 13D/A discloses letter to non-executive independent directors critical of the Board's decision not to accept the resignation of Dr. Elazar Rabbani who failed to receive a majority of the votes cast at the company's January 2021 annual meeting. Roumell wants the company to immediately begin providing more timely updates on its progress on the initiatives previously started, including hiring an executive search firm to identify CEO candidates, hiring the former CEO of LabCorp, Gary M. Huff, to consult with the Board as its strategic consultant, and hiring a financial advisor to evaluate strategic alternatives. (SC 13D/A )
Facebook, Inc.05 May 21
Exempt Solicitation
DPD Note: The Shareholder Commons filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for a stockholder proposal requesting the company convert a Public Benefit Corporation. The proposal was submitted by James McRitchie and will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Federal Realty Investment Trust05 May 21
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 02/10/2021 (10-Q )
FirstEnergy Corp.05 May 21
Exempt Solicitation
DPD Note: Majority Action filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of Chair Donald T. Misheff at the company's May 2021 annual meeting citing the company's failure to set adequate decarbonization targets in line with 1.5°C pathways and align business plans and policy to influence these targets. (PX14A6N )
FSD Pharma Inc.05 May 21
Update:Call Special Meeting (By Stockholder) on 01/22/2021
• Press release: FSD Pharma Announces That ISS Recommends Shareholders Vote for the Company's Nominees to the Board Using Only the BLUE Proxy (Press Release )
Greenlight Capital Re, Ltd.05 May 21
Failed Director Elections/Zombie Directors
DPD Note: At the company's May 4, 2021 annual meeting, a majority of the votes cast were withheld from one of the seven company directors up for election at the meeting. Directors Joseph Platt did not receive the necessary vote to be reelected and will serve on the Board until his respective successor is appointed or elected. The company has a majority vote standard to elect directors. (8-K )

IPO Activity

AltC Acquisition Corp.07 May 21
Shares Offered Decreased
AltC Acquisition Corp. decreased the number of units to be offered to 40,000,000 units from 100,000,000 units
IN8bio, Inc.07 May 21
Other IPO Related
IN8bio, Inc. has filed a registration statement amendment that removes all previous references to the number of shares to be issued in the IPO and the anticipated price range
iPower, Inc.07 May 21
Shares Offered Decreased
iPower, Inc. decreased the number of common shares to be offered to 3,000,000 shares from 5,000,000 shares
iPower, Inc.07 May 21
Price Range Decreased
iPower, Inc. decreased the anticipated price range for its IPO to between $7.00 to $9.00 per share from $9.00 to $11.00 per share
Singular Genomics Systems, Inc.07 May 21
Registration Statement Filed
Singular Genomics Systems, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Golden Sun Education Group Limited07 May 21
Registration Statement Filed
Golden Sun Education Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Golden Sun Education Group Limited07 May 21
Shares Offered Disclosed
Golden Sun Education Group Limited disclosed plans to offer 5,000,000 Class A ordinary shares to the public
Golden Sun Education Group Limited07 May 21
Price Range Disclosed
Golden Sun Education Group Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
Dynamics Special Purpose Corp.07 May 21
Registration Statement Filed
Dynamics Special Purpose Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Dynamics Special Purpose Corp.07 May 21
Shares Offered Disclosed
Dynamics Special Purpose Corp. disclosed plans to offer 20,000,000 shares of Class A common stock
Dynamics Special Purpose Corp.07 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Dynamics Special Purpose Corp.'s IPO
Dynamics Special Purpose Corp.07 May 21
Other IPO Related
Dynamics Special Purpose Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Lakeview Acquisition Corporation07 May 21
Registration Statement Filed
Lakeview Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lakeview Acquisition Corporation07 May 21
Shares Offered Disclosed
Lakeview Acquisition Corporation disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
Lakeview Acquisition Corporation07 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Lakeview Acquisition Corporation's IPO
Lakeview Acquisition Corporation07 May 21
Other IPO Related
Lakeview Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Serendipity Capital Acquisition Corp.07 May 21
Registration Statement Filed
Serendipity Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Serendipity Capital Acquisition Corp.07 May 21
Shares Offered Disclosed
Serendipity Capital Acquisition Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-third of one redeemable warrant
Serendipity Capital Acquisition Corp.07 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Serendipity Capital Acquisition Corp.'s IPO
Serendipity Capital Acquisition Corp.07 May 21
Other IPO Related
Serendipity Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Fintech Ecosystem Development Corp.07 May 21
Registration Statement Filed
Fintech Ecosystem Development Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Fintech Ecosystem Development Corp.07 May 21
Shares Offered Disclosed
Fintech Ecosystem Development Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A common stock, one right and one-half of one redeemable warrant
Fintech Ecosystem Development Corp.07 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.45 per share (a gross spread of 4.5%) and a total of $4.5 mil for underwriting Fintech Ecosystem Development Corp.'s IPO
Fintech Ecosystem Development Corp.07 May 21
Other IPO Related
Fintech Ecosystem Development Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
World Quantum Growth Acquisition Corp.07 May 21
Registration Statement Filed
World Quantum Growth Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
World Quantum Growth Acquisition Corp.07 May 21
Shares Offered Decreased
World Quantum Growth Acquisition Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
World Quantum Growth Acquisition Corp.07 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting World Quantum Growth Acquisition Corp.'s IPO
World Quantum Growth Acquisition Corp.07 May 21
Other IPO Related
World Quantum Growth Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Gyroscope Therapeutics Holdings Limited07 May 21
Other IPO Related
Gyroscope Therapeutics Holdings Limited postponed its initial public offering
Onion Global Limited06 May 21
Registration Statement Declared Effective
Onion Global Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Onion Global Limited06 May 21
Shares Offered Decreased
Onion Global Limited decreased the number of American Depositary Shares (ADS) to be offered to 9,310,350 ADSs from 12,500,000 ADSs
B. Riley Principal 250 Merger Corp.06 May 21
Registration Statement Declared Effective
B. Riley Principal 250 Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Data Knights Acquisition Corp.06 May 21
Registration Statement Declared Effective
Data Knights Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Anebulo Pharmaceuticals, Inc.06 May 21
Registration Statement Declared Effective
Anebulo Pharmaceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bowman Consulting Group Ltd.06 May 21
Registration Statement Declared Effective
Bowman Consulting Group Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bowman Consulting Group Ltd.06 May 21
Shares Offered Increased
Bowman Consulting Group Ltd. increased the number of common shares to be offered to 3,690,000 from 3,077,000 shares
Talaris Therapeutics, Inc.06 May 21
Registration Statement Declared Effective
Talaris Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Waterdrop Inc.06 May 21
Registration Statement Declared Effective
Waterdrop Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
The Honest Company, Inc.06 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.04 per share (a gross spread of 7%) and a total of $26.8 mil for underwriting The Honest Company, Inc.'s IPO
The Honest Company, Inc.06 May 21
IPO Price Disclosed
The Honest Company, Inc. set the price of its initial public offering of 25,807,000 shares at $16.00 per share, which was within the $14.00 to $17.00 price range, for gross proceeds of $412.9 mil
Phillips Edison & Company, Inc.06 May 21
Registration Statement Filed
Phillips Edison & Company, Inc. filed for an initial public offering with its filing of an S-11 with the Securities and Exchange Commission (SEC)
Blue Safari Group Acquisition Corp.06 May 21
Registration Statement Filed
Blue Safari Group Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Blue Safari Group Acquisition Corp.06 May 21
Shares Offered Disclosed
Blue Safari Group Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one Class A ordinary share and one right with each right entitling the holder to receive one-tenth of one Class A ordinary upon a combination
Blue Safari Group Acquisition Corp.06 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $2.75 mil for underwriting Blue Safari Group Acquisition Corp.'s IPO
Blue Safari Group Acquisition Corp.06 May 21
Other IPO Related
Blue Safari Group Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Five Star Bancorp06 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.04 per share (a gross spread of 7%) and a total of $7.4 mil for underwriting Five Star Bancorp's IPO
Five Star Bancorp06 May 21
IPO Price Disclosed
Five Star Bancorp set the price of its initial public offering of 5,265,000 shares at $20.00 per share, which was within the $18.00 to $20.00 price range, for gross proceeds of $105.3 mil
Mericsson Acquisition Corporation06 May 21
Registration Statement Filed
Mericsson Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Mericsson Acquisition Corporation06 May 21
Shares Offered Disclosed
Mericsson Acquisition Corporation disclosed plans to offer 4,000,000 units, with each unit consisting of one Class A ordinary share and one right with each right entitling the holder to receive one-tenth of one Class A ordinary upon a business combination
Mericsson Acquisition Corporation06 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $2.2 mil for underwriting Mericsson Acquisition Corporation's IPO
Mericsson Acquisition Corporation06 May 21
Other IPO Related
Mericsson Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
hear.com N.V.05 May 21
Shares Offered Disclosed
hear.com N.V. disclosed plans to offer 16,220,000 common shares to the public
hear.com N.V.05 May 21
Price Range Disclosed
hear.com N.V. set the anticipated price range for its IPO at $17.00 to $20.00 per share
Valneva SE05 May 21
Registration Statement Declared Effective
Valneva SE's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alfi, Inc.05 May 21
Shares Offered Increased
Alfi, Inc. increased the number of common shares to be offered to 3,731,344 from 3,000,000 shares
Alfi, Inc.05 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.33 per share (a gross spread of 7.95%) and a total of $1.2 mil for underwriting Alfi, Inc.'s IPO
Alfi, Inc.05 May 21
IPO Price Disclosed
Alfi, Inc. set the price of its upsized initial public offering of 3,731,344 shares at $4.15 per share, which is 17% below the low end of its $5.00 to $7.00 price range, for gross proceeds of $15.5 mil
Centrexion Therapeutics Corporation05 May 21
IPO Withdrawn
Centrexion Therapeutics withdrew its initial public offering indicating that it will not pursue an IPO at this time
Reinvent Technology Partners X05 May 21
Registration Statement Filed
Reinvent Technology Partners X filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Reinvent Technology Partners X05 May 21
Shares Offered Disclosed
Reinvent Technology Partners X disclosed plans to offer 22,000,000 Class A ordinary shares
Reinvent Technology Partners X05 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $12.1 mil for underwriting Reinvent Technology Partners X's IPO
Reinvent Technology Partners X05 May 21
Other IPO Related
Reinvent Technology Partners X disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
FIGS, Inc.05 May 21
Registration Statement Filed
FIGS, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
DLocal Limited05 May 21
Registration Statement Filed
DLocal Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Zenvia Inc.05 May 21
Shares Offered Disclosed
Zenvia Inc. disclosed plans to offer 12,909,091 Class A common shares to the public
Zenvia Inc.05 May 21
Price Range Disclosed
Zenvia Inc. set the anticipated price range for its IPO at $15.50 to $17.50 per share
The Honest Company, Inc.04 May 21
Registration Statement Declared Effective
The Honest Company, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Five Star Bancorp04 May 21
Registration Statement Declared Effective
Five Star Bancorp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Maquia Capital Acquisition Corporation04 May 21
Registration Statement Declared Effective
Maquia Capital Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Maquia Capital Acquisition Corporation04 May 21
Shares Offered Decreased
Maquia Capital Acquisition Corporation decreased the number of units to be offered to 16,000,000 units from 20,000,000 units
Day One Biopharmaceuticals, Inc.04 May 21
Registration Statement Filed
Day One Biopharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Kaltura, Inc.04 May 21
Other IPO Related
Kaltura, Inc. has filed a registration statement amendment that removes all previous references to the number of shares to be issued in the IPO and the anticipated price range
Enact Holdings, Inc.04 May 21
Other IPO Related
Genworth Mortgage Holdings, Inc. changed its name to Enact Holdings, Inc.
Enact Holdings, Inc.04 May 21
Shares Offered Disclosed
Enact Holdings, Inc. disclosed plans to offer 22,576,140 common shares to the public with the selling shareholders offering all 22,576,140 shares and the company not selling any shares
Enact Holdings, Inc.04 May 21
Price Range Disclosed
Enact Holdings, Inc. set the anticipated price range for its IPO at $20.00 to $24.00 per share
Talaris Therapeutics, Inc.03 May 21
Shares Offered Disclosed
Talaris Therapeutics, Inc. disclosed plans to offer 8,825,000 common shares to the public
Talaris Therapeutics, Inc.03 May 21
Price Range Disclosed
Talaris Therapeutics, Inc. increased the anticipated price range for its IPO to $16.00 to $18.00 per share from $13.00 to $15.00 per share
Gyroscope Therapeutics Holdings Limited03 May 21
Shares Offered Disclosed
Gyroscope Therapeutics Holdings Limited disclosed plans to offer 6,750,000 American Depositary Shares (ADS) with each ADS representing one ordinary share
Gyroscope Therapeutics Holdings Limited03 May 21
Price Range Disclosed
Gyroscope Therapeutics Holdings Limited set the anticipated price range for its IPO at $20.00 to $22.00 per American Depositary Share
Alfi, Inc.03 May 21
Registration Statement Declared Effective
Alfi, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Valor Latitude Acquisition Corp.03 May 21
Registration Statement Declared Effective
Valor Latitude Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ION Acquisition Corp 3 Ltd.03 May 21
Shares Offered Decreased
ION Acquisition Corp 3 Ltd. decreased the number of Class A ordinary shares to be offered to 20,000,000 shares from 30,000,000 shares
Catalyst Partners Acquisition Corp.03 May 21
Shares Offered Decreased
Catalyst Partners Acquisition Corp. decreased the number of units to be offered to 30,000,000 units from 40,000,000 units
Summit Healthcare Acquisition Corp.03 May 21
Registration Statement Filed
Summit Healthcare Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Summit Healthcare Acquisition Corp.03 May 21
Shares Offered Disclosed
Summit Healthcare Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Summit Healthcare Acquisition Corp.03 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Summit Healthcare Acquisition Corp.'s IPO
Summit Healthcare Acquisition Corp.03 May 21
Other IPO Related
Summit Healthcare Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Squarespace, Inc.03 May 21
Shares Offered Disclosed
Squarespace, Inc. disclosed plans to resell 40,401,820 Class A common shares by the registered shareholders; Squarespace will not received any proceeds from the sale of Class A common shares by the registered shareholders
TransCode Therapeutics, Inc.03 May 21
Shares Offered Increased
TransCode Therapeutics, Inc. increased the number of common shares to be offered to 6,250,000 from 2,777,778 shares
TransCode Therapeutics, Inc.03 May 21
Price Range Decreased
TransCode Therapeutics, Inc. decreased the anticipated price range for its IPO to $4.00 per share from $8.00 to $10.00 per share
Global-E Online Ltd.03 May 21
Shares Offered Disclosed
Global-E Online Ltd. disclosed plans to offer 15,000,000 ordinary shares to the public
Global-E Online Ltd.03 May 21
Price Range Disclosed
Global-E Online Ltd. set the anticipated price range for its IPO at $23.00 to $25.00 per share
Similarweb Ltd.03 May 21
Shares Offered Disclosed
Similarweb Ltd. disclosed plans to offer 8,000,000 ordinary shares to the public with Similarweb selling 7,500,000 shares and selling shareholder offering 500,000 shares
Similarweb Ltd.03 May 21
Price Range Disclosed
Similarweb Ltd. set the anticipated price range for its IPO at $19.00 to $21.00 per share
Flywire Corporation03 May 21
Registration Statement Filed
Flywire Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Ascendant Mobility Acquisition Corp. I03 May 21
Registration Statement Filed
Ascendant Mobility Acquisition Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Ascendant Mobility Acquisition Corp. I03 May 21
Shares Offered Disclosed
Ascendant Mobility Acquisition Corp. I disclosed plans to offer 35,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Ascendant Mobility Acquisition Corp. I03 May 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $19.25 mil for underwriting Ascendant Mobility Acquisition Corp. I's IPO
Ascendant Mobility Acquisition Corp. I03 May 21
Other IPO Related
Ascendant Mobility Acquisition Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Waterdrop Inc.30 Apr 21
Shares Offered Disclosed
Waterdrop Inc. disclosed plans to offer 30,000,000 American Depositary Shares (ADS) with each ADS representing ten Class A ordinary shares

Corporate Governance Reports

Covid-19 Rights Plans ("Poison Pills") Revisited - 04/05/2021

One year removed from the Covid-19 related stock market crash and the resulting increase in the number of companies turning to poison pills, we revisit the status of these companies and plans. Read more

Delayed 2020 Annual Meetings Impact Key 2021 Advance Notice Deadlines - 02/23/2021

Companies that delayed the holding of their 2020 annual meeting that are returning to their traditional annual meeting schedule may be impacting advance notice deadlines for proposals and director nominations. A review of advance notice provisions and a feature that can require a resetting of the submission deadlines. Read more

Top Takeover Defense Changes of 2020 - 01/21/2021

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. The public health impact of the COVID-19 pandemic led to an increase in changes to governing documents in 2020 including numerous companies making the changes necessary to facilitate virtual shareholder meetings. Read more

How Have Companies Responded to Delaware Supreme Court Upholding Federal Forum Provisions - 10/21/2020

A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions ("FFP") shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. Read more

Top Takeover Defense Changes of 2019 - 01/14/2020

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. With much of the conversation surrounding corporate governance shifting away from shareholder rights to social and environmental issues, the volume of defense changes and updates to governing documents in general declined for companies of all sizes for a second year in a row. Read more

Top Takeover Defense Changes of 2018 - 01/14/2019

A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more

Votes to Ratify Poison Pills Have Become Routine as Plans Evolve - 12/19/2018

It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more

Peak Proxy Access Nomination Season - 10/31/2018

Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more

Securities Offerings

IPOs - Record Unicorn Issuance

The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.

High-Yield Bonds

The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..