Shareholder Activism

The firm assists with all matters relating to activism, including campaign strategies, corporate governance, proxy rules, trading and affiliate rules, Sections 13 and 16 compliance, antitrust regulations, federal and state securities and corporate laws, tax and regulatory issues and litigation. We provide advice on navigating the applicable laws and regulations around the world, including the United States, Canada, United Kingdom, Continental Europe, South America, Australia and Asia. Our lawyers work with clients on a variety of activist strategies, including behind-the-scenes long-term partnerships between activists and management, proxy contests, board and management changes, consent solicitations, special meetings and withhold campaigns, M&A activism, exempt solicitations, regulatory approvals, investigations and legislative hearings, corporate governance improvements, defensive and offensive litigation, spin-offs, split-offs, divestitures and buybacks, and ESG..

The value of our advice in shareholder activism is enhanced by our firm’s expertise in every area of law relevant to activism, including regulatory, investment management, M&A, tax and litigation. We provide 360-degree support by working across the firm’s other leading practice areas, and this collaboration allows the firm’s shareholder activism clients to benefit from our lawyers’ extensive experience in trading issues, NOL analysis, insider trading, fund formation, co-investments and SPVs. Having served some of the most prolific activists, “occasional activists,” institutional investors and private equity funds in campaigns ranging from mega-caps to small-caps, we help clients see a situation from any angle and develop the right strategy for both the short term and the long term.

Select Shareholder Activism Matters

• Starboard Value in investment in Papa John’s International
• Trian Fund Management in campaign at Legg Mason
• Caligan Partners, Falcon Edge Capital and Patriot Global Management in settlement agreement with Knowles Corporation
• Wellington Management Company in challenging Bristol-Myers Squibb takeover of Celgene Corporation
• JANA Partners in its activist campaign at Bristol-Myers Squibb
• Cyrus Capital Partners in its campaign at Catalyst Paper Corporation
• Villere & Co. in its campaign at EPIQ Systems
• SpringOwl Asset Management and Cove Street Capital in an activist campaign at Forestar Group
• Saba Capital Management in its campaign at Franklin Limited Duration Income Trust
• Greenlight Capital in its proxy contest at General Motors
• JANA Partners in its campaign at Hertz Global Holdings
• Blue Harbour Group in its campaign at Investors Bancorp
• Elliott Management in its activist campaign at Marathon Petroleum Corporation
• Trian Partners in its campaign at Procter & Gamble
• Starboard Value in its campaign at Stewart Information Services
• JANA Partners in its campaign at Tiffany & Co.
• Altimeter Capital in its campaign at United Continental Holdings Inc., the parent company of United Airlines