Paul Hastings partners: Key takeaways for public companies facing short-seller reports

Core Insights - Short-seller reports can significantly disrupt a public company's trajectory by alleging financial misstatements or improper practices, often leading to a decline in stock prices for the benefit of the short-sellers [1][2] - The legal landscape surrounding short-seller reports is evolving, with courts increasingly allowing these reports to be used in securities litigation, which poses challenges for corporate leaders [2][3] Impact on Companies - The publication of short-seller reports can lead to immediate market volatility, eroding shareholder value and destabilizing investor relations [6] - Companies face multi-dimensional threats from short-seller reports, including potential litigation and reputational damage [4][6] Legal Considerations - Courts assess whether short-seller reports reveal genuinely new and credible information or merely compile existing data, impacting their admissibility in legal claims [3][5] - Recent court decisions indicate that while skepticism exists regarding short-seller reports, they can still be used to support claims of loss causation in securities litigation [5] Recommended Actions for Companies - Companies should annotate short reports under attorney direction to preserve legal protections and guide internal responses [7] - Public responses to short-seller reports should be carefully evaluated to avoid backlash, and offensive strategies may be employed selectively [8] - Monitoring stock price movements and trading activity is crucial, as courts often consider market reactions as evidence of loss causation [9][10] - Tracking short interest and derivatives activity can help identify coordinated short-selling campaigns [11] - Engaging specialized legal counsel with expertise in short-seller defense early in the process is essential for effective response [12] - Boards of directors should be promptly informed and involved in oversight to protect the company's interests [17] - Proactive communication with long-term investors and sell-side analysts can help mitigate reputational harm and counteract short-seller narratives [18] Conclusion - The prevalence of short-seller reports is expected to continue, and companies that implement strategic responses will be better positioned to maintain their trajectory and protect shareholder interests [19]