NRG Energy, Inc. v. Exelon Corporation

Analysis Group was retained by counsel for NRG Energy, Inc., which was the target of a hostile takeover bid by Exelon. NRG claimed that because its debt contained change-of-control put options, Exelon did not intend to acquire NRG in a hostile-to-the-end transaction. Our team combed through Securities and Exchange Commission filings related to every hostile takeover bid of Delaware-based companies (which comprise approximately half of all publicly traded corporations in the United States) since 1995. We analyzed the conditions of each offer and the circumstances under which shareholders of the target company tendered their shares into the hostile bidder’s offer. Our analysis provided the basis for trial testimony of Analysis Group academic affiliate Professor Guhan Subramanian. Exelon subsequently dropped its bid for NRG.