When the kids were little, I never felt like I was able to do a very good job of explaining what it is that I do all day at work. They were convinced that I just played on a computer and talked on the phone. (They were pretty much right, actually.) At Squire, Sanders & Dempsey (www.ssd.com), where I’ve worked for the past 5+ years, a significant part of my practice has been corporate and governance matters. In case you’re interested, I’m briefly discussing here an example of things we do. (If you’re not interested, well . . . ) Anyway, we just put into place an updated “poison pill” for one of our clients. Basically, the pill makes it easier for our client to defend against certain types of unsolicited takeover attempts – it forces a so-called raider to negotiate with the company rather than just buy up a controlling stock position in the market. In theory, that permits the board to negotiate a better deal for all of the stockholders. (Cynics would say that the pill mostly permits the board and management to stop buyouts and hang onto their high-paying jobs.) Pills have been around since the days of the (in)famous corporate raiders of the 1980s. Most institutional shareholders profess to hate pills, but they do make sense for many companies. Here’s a link to the Securities and Exchange Commission filing disclosing the pill we prepared: http://www.sec.gov/Archives/edgar/data/906326/000119312505176426/d8k.htm. And here’s a link to the pill document itself (trust me, it’s pretty much boilerplate with very little original drafting involved): http://www.sec.gov/Archives/edgar/data/906326/000119312505176421/dex41.htm.
Speaking of work, I’m on the threshold of a change. Will discuss details in a future post.
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