The Informed Board

Skadden Publication

Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in the latest issue of The Informed Board. We also provide guidance to directors deciding whether and how to launch an internal investigation of alleged wrongdoing.

On the regulatory front, we explain what new U.S. merger guidelines mean for companies pursuing deals, and the litigation exposure that multinationals could face when the EU’s new ESG disclosure mandates come into effect. Our latest podcast covers another new EU law on government subsidies that could complicate acquisitions of companies with substantial operations in Europe. And for companies weighing whether to delist or deregister their shares, we flag some downsides that may not be obvious.

How To Guard Against a Short Attack, and How To Respond if Faced With One 
Advanced preparation and a speedy substantive response are the best ways to defeat a short seller’s attack on your company. Boards should think twice before responding with buybacks or dividends, or running to court or regulators.

Ten Key Factors for Boards To Consider When Weighing an Internal Investigation
Before initiating an internal investigation, directors should assess the nature of the charges, their potential impact, any involvement by management, and the potential response of regulators and outside auditors.

What the New Federal Merger Guidelines Mean for Companies Pursuing Deals
Under proposed revisions to the DOJ’s and FTC’s merger guidelines, more deals would be considered presumptively anticompetitive and could be challenged. But it is not clear if courts will accept the agencies’ view of the law.

‘Going Dark’: Navigating the Tricky Path to Delisting and Deregistering 
Companies contemplating delisting and deregistering their shares should understand the pros and cons of “going dark.” Some potential downsides may not be obvious.

The EU’s New ESG Disclosure Rules Could Spark Securities Litigation in the US
New EU rules will require many non-EU companies that operate in Europe to disclose detailed information about a wide range of ESG topics. That could open the door to litigation in the U.S.

Podcast: Will the EU’s Focus on Foreign Subsidies Make It More Difficult To Acquire European Businesses?
Skadden partners Giorgio Motta and Ann Beth Stebbins discuss the EU’s new rules requiring companies buying European targets to disclose any non-EU subsidies they or the target have received that might distort the EU internal market.

See all the editions of The Informed Board