When stock prices drop for reasons unrelated to company fundamentals, those companies are vulnerable to opportunistic activists and potential unsolicited acquirors, who can otherwise acquire a large stake before filing a Schedule 13D or 13G or HSR Form. In addition, the CARES Act has provided for enhanced NOL carryback opportunities for some companies, increasing the need to protect their NOL assets. In both cases, companies need to consider measures to protect their shareholders to enable them to benefit from the return to more normal share prices or to realize the value of their NOL assets. In fact, 2020 has already seen a significant uptick in preemptive standard and NOL pill adoption.

View key areas public company boards should consider in the current environment.


Senior Associate

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