Case Studies

Contests for Corporate Control

  • IGI provided information and analysis to assist its client, a publicly traded company in the healthcare industry, to fend off a hostile takeover attempt that threatened to derail its planned merger with another public company. IGI developed information showing that the unsolicited offer, although higher, was highly conditional and would burden the combined entity with debt. IGI also determined that the hostile suitor had issued millions of shares of its stock to a company that was one of its biggest clients, and had issued additional shares to that company’s CEO, under terms that raised an array of potential antitrust, legal, financial reporting and disclosure issues. IGI’s client won a favorable Delaware court ruling and a shareholder vote approving its preferred merger.
  • A publicly traded company retained IGI to assist its defense against a proxy contest launched by an activist investor fund that proposed its own slate of nominees for election to the company’s board and prescribed comprehensive changes to the company’s management and operations. IGI found that biographies and credentials of the fund’s manager and two of the nominees, which had been included in the fund’s SEC filings, contained material misrepresentations and omissions. IGI also found that the fund had structured a series of equity investments in public companies in ways that unfairly favored the fund and its investors over other shareholders, and otherwise violated corporate governance norms. Our client used the information to negotiate a standstill agreement and other limits on the activist fund’s actions.