Help in Avoiding a Surprise Attack

16.03.2011
The Wachtell Lipton Rosen & Katz law firm, often credited with bringing American business the poison pill, is working hard now . The goal: strengthening the power of companies to withstand surprise attacks from investors plotting a takeover.

Just in time for annual meeting season, Wachtell hopes to give companies more time to see that a shareholder has reached the disclosure point of 5% of total shares -- and it wants derivative-based holdings to be counted in the 5%, as well.

A looks at past examples of companies being caught by surprise by investors accumulating shares -- as Porsche did in its accumulation of VW shares in 2008, and LVMH Moet Hennessy Louis Vuitton did in going after Hermes. But, Wachtell knows, it can happen here, with acquirers, and hedge funds particularly, getting cleverer all the time about how to mask their interest in a target. The Times piece, by "deal professor" Steven M. Davidoff, himself a former corporate lawyer, notes that the derivatives mask has been used by hedge funds accumulating Yahoo! And CSX positions under the radar.

The , and hoping the SEC will listen to the firm, along with other worried potential targets about to face the shareholders.

Of course, there's no NIRI for the corporate raiders of the world. Perhaps an organization of hedge funds lies ahead.