Sean W. Brownridge is an associate in the M&A and Securities Group in the New York office. His practice focuses on shareholder activism, corporate governance and ESG.

In addition to his representation of shareholders in connection with their engagements with issuers, Sean has experience counseling public companies and their boards of directors on shareholder activism and hostile takeover response and preparedness, investor engagement and corporate governance matters.        

Prior to joining Schulte, Sean served as the law clerk to the Honorable Karen L. Valihura of the Delaware Supreme Court and was a member of the Shareholder Activism & Hostile Takeover Defense practice at Kirkland & Ellis.

Representations

Activist Engagements

Carl Icahn in various investments;

Corvex Management in connection with its investment in Anaplan;

D. E. Shaw in connection with its agreement with FedEx Corporation regarding the composition of the FedEx board of directors;

D. E. Shaw in connection with its investment in Verisk Analytics;

JANA Partners in connection with its agreement with Mercury Systems regarding the composition of the Mercury Systems board of directors;

Politan Capital Management in connection with its agreement with Centene Corporation regarding the composition of the Centene board of directors;

Sachem Head Capital Management and Clearfield Capital Management in connection with their agreement with Bottomline Technologies regarding the composition of the Bottomline Technologies board of directors;

The WindAcre Partnership in connection with its investment in Nielsen Holdings.

Shareholder Activism Defense and Other Corporate Matters

Avis Budget Group in connection with its agreements with SRS Investment Management regarding the composition of the Avis Budget Group board of directors;

Avis Budget Group in connection with various corporate governance matters, including its proxy contest with SRS Investment Management and implementation of shareholder rights plans;

Bristol-Myers Squibb in its $90 billion acquisition of Celgene, including its defense against Starboard Value’s proxy contest opposing the transaction;

Del Frisco’s Restaurant Group in connection with its agreement with Engaged Capital regarding the composition of the Del Frisco’s Restaurant Group board of directors;

Frontier Communications Corporation in connection with various corporate governance matters, including its implementation of a shareholder rights plan to protect the availability of its net operating loss carryforwards;

KVH Industries, Inc. in its defense against a proxy contest led by VIEX Capital;

Lee Enterprises in its response to a “withhold-the-vote” campaign by Cannell Capital;

New York & Company in connection with its response to shareholder activism;

Parker Drilling Company in connection with corporate aspects of its financial restructuring, including the implementation of a shareholder rights plan;

Tenet Healthcare Corporation in connection with various corporate governance matters, including its implementation of a shareholder rights plan to protect the availability of its net operating loss carryforwards;

Tenet Healthcare Corporation in its agreement with Glenview Capital Management regarding corporate governance matters;

Tenneco Inc. in connection with its cooperation agreement with Protean Services LLC and Daniel A. Ninivaggi regarding the composition of the Tenneco board of directors;

Tribune Publishing Company in connection with its cooperation agreement with Alden Global Capital regarding the composition of the Tribune Publishing board of directors;

Vista Equity Partners in defense of its acquisition of Pluralsight against a proxy contest by Eminence Capital;

Vitamin Shoppe in its defense against a full slate proxy contest by Vintage Capital Management and its agreements with Vintage Capital Management and Shah Capital Management regarding the composition of the Vitamin Shoppe board of directors;

Vitamin Shoppe in connection with its agreement with Carlson Capital regarding the composition of the Vitamin Shoppe board of directors;

Wynn Resorts in its response to the attempted director nomination proxy contest and subsequent “withhold-the-vote” campaign by Elaine Wynn;

Wynn Resorts in its agreement with Elaine Wynn regarding the composition of the Wynn Resorts board of directors.

Mergers & Acquisitions Transactions

Bain Capital Europe in its acquisition of MSX International;

Cerberus Capital Management in its acquisition of Staples, Inc.’s European business;

Conyers Park Acquisition Corp. in its $900 million combination with Atkins Nutritionals Inc. to form The Simply Good Foods Company;

Harrison Street Real Estate Capital in connection with its acquisition of Campus Crest Communities;

Hollander Sleep Products, a portfolio company of Sentinel Capital Partners, in its acquisition of Pacific Coast Feather Company;

Owners of the Atlanta Hawks in an auctioned sale of the NBA team and the operating rights to Philips Arena;

Sentinel Capital Partners in its acquisition of MB2 Dental Solutions;

Special Committee of the board of directors of Taubman Centers, Inc. in Taubman’s $9.8 billion merger and joint venture with Simon Property Group;

The WindAcre Partnership in connection with its acquisition of Nielsen Holdings and participation in a private equity consortium led by Evergreen Coast Capital, an affiliate of Elliott Investment Management, and Brookfield Business Partners;

TPG Real Estate Finance Trust in connection with its strategic investment by Starwood Capital;

Vitamin Shoppe in connection with its acquisition by Liberty Tax.

 

* Sean advised on certain of these matters prior to joining Schulte.  

Publications

“SEC Rescinds Certain Rules Governing Proxy Voting Advice,” SRZ Alert, July 21, 2022

“JANA Partners’ Cooperation Agreement with Board of Mercury Systems,” Global Legal Chronicle, July 4, 2022 (featured)

“D. E. Shaw Group’s Agreement with FedEx,” Global Legal Chronicle, June 22, 2022 (featured)

Canning Plum Organics: The Avant-Garde Campbell Soup Company Acquisition and Delaware Public Benefit Corporations Wandering Revlon-Land, 39 Del. J. Corp. L. 703, 2015

A Wolf in Sheep’s Clothing: Unocal and the Defensive Mechanism Hidden in Corporate Benefit Purpose, 60 Vill. L. Rev. 903, 2015

Prior Experience

  • Kirkland & Ellis
  • Supreme Court of the State of Delaware, Law Clerk to the Hon. Karen L. Valihura
  • DLA Piper