Shareholder activism in United States

Akin Gump Strauss Hauer & Feld LLP

The cross-practice group at Akin Gump Strauss Hauer & Feld LLP is led out of New York and houses specialists in M&A transactions, capital markets, general corporate governance, and litigation, among other areas. The team has a wealth of experience in assisting high-profile investment funds as well as large companies with a wide range of matters, such as takeover preparedness, campaigns, and activism-related litigation and investigations. Key team members include corporate group chair Jeff Kochian and litigator Doug Rappaport.

Practice head(s):

Jeff Kochian

Other key lawyers:

Doug Rappaport; Kerry Berchem; Gerald Brant

Key clients

Alden Global

Avie Glazer

Corvex Management

D.E. Shaw & Co.

Greenlight Capital Re, Ltd.

NexPoint Advisors, L.P.

Prescience Investment Group

Remus Capital

Verso Corporation

Viex Capital Advisors, LLC

Work highlights

  • Assisting hedge fund Alden Global with its stock purchase of and entry into a cooperation agreement with Tribune Publishing Company.
  • Advised Avie Glazer on its investment in HC2 Holdings.
  • Advised Corvex Management on matters concerning the $1.9bn acquisition of Forescout Technologies by Advent International.

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP’s corporate department handles a broad array of matters for activist shareholders as well as boards of directors and special committees. The team has a demonstrable strength in activist campaigns, with multiple recent successes in matters concerning appointments and replacements of directors to boards. Richard Brand and William Mills jointly lead the practice, which attracts praise by clients for its ‘practical strategic advice, tactical experience, and smooth execution’. The recent work of M&A specialist Stephen Fraidin also stands out, particularly in the automotive industry. Other notable sectors of focus for the team include financial services and industrials. All named practitioners are based in New York.

Practice head(s):

Richard Brand; William Mills

Other key lawyers:

Stephen Fraidin

Testimonials

‘CWT has a strong team with diverse skills – practical strategic advice, tactical experience, and smooth execution. Very responsive.’

‘They are good at what they do and they care about my firm as a client. They invest themselves personally in our transactions, which inspires my confidence that they will handle their part of the work responsibly and well.’

Key clients

Bow Street LLC

Hudson Executive Capital LP

M&G Investment Management

Sachem Head Capital Management

Senator Investment Group

SRS Investment Management

Vann A. Avedisian Trust

Work highlights

  • Advised Senator Investment Group LP on its partnership with Cannae Holdings to make a $7bn unsolicited acquisition proposal for CoreLogic, as well as on its successful bid to replace three directors on the company’s board with Senator and Cannae nominees.
  • Advised Bow Street LLC on its proxy contest with Mack-Cali Realty Corporation and its successful effort to add eight new directors to the company’s board.
  • Advised Sachem Head Capital Management on its $1.2bn acquisition of a 9.1% stake in Elanco Animal Health Inc.

Cleary Gottlieb Steen & Hamilton

The New York-based team at Cleary Gottlieb Steen & Hamilton is consistently engaged in high-profile campaigns by some of the largest multinational companies, such as Sony Corporation. The group’s recent workload demonstrates its flexibility to adapt to a market affected by Covid-19; in light of the resurgence in popularity of shareholder rights plans as a defensive takeover strategy, a team led by department head James Langston and Paul Shim advised Tempur Sealy on its adoption of a poison pill. Further, the team is also noted for its advisory work; Francesca Odell is a key contact for general corporate governance issues, including environmental, social and governance (ESG) matters.

Practice head(s):

James Langston

Other key lawyers:

Paul Shim; Francesca Odell; Benet O’Reilly

Key clients

Sony

Mednax

Tempur Sealy

Assured Guaranty

Nokian Tyres

Board of GTY Technology Holdings

LivaNova

Work highlights

  • Advised Sony on its response to Third Point’s proposal for Sony to spin off its semiconductor business, Imaging & Sensing Solutions, and in its ¥400bn tender offer for common shares and stock acquisition rights of Sony Financial Holdings Inc.
  • Advised Tempur Sealy on the adoption of limited duration shareholder rights plan.
  • Defended Mednax against an activism campaign led by Starboard Value.

Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP’s multidisciplinary group has extensive experience in handling campaigns and related issues, with recent showings in the oil and gas, utilities, and manufacturing sectors. In this space, the team leverages the firm’s top-tier reputation in M&A transactions and general corporate law. Key contacts include Robert Townsend III, who heads up the M&A team for North America, as well as corporate department head Mark Greene. Another standout team member is Keith Hallam, whose practice encompasses both defense and general corporate governance matters. All named practitioners are based in New York.

Other key lawyers:

Keith Hallam; Robert Townsend III; Mark Greene; Richard Hall; Faiza Saeed

Key clients

Occidental Petroleum Corporation

Evergy Inc.

Olin Corporation

Crown Castle International Corp.

Work highlights

  • Represented Occidental Petroleum Corporation in matters relating to Carl Icahn’s written consent solicitation of Occidental’s shareholders and its subsequent nomination agreement with Carl Icahn.
  • Represented Olin Corporation on matters relating to its cooperation agreement with Sachem Head Capital Management LP.
  • Successfully represented Evergy, Inc. in an agreement with Elliott Management Corporation and continues to advise the company on its interactions with Elliott.

Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP brings together experts in shareholder engagement and activism defense, with experience across a wide range of sectors, including technology, media, and life sciences. In the face of the Covid-19 pandemic, the practice placed an emphasis on instructions by boards and senior management relating to the adoption of poison pills, among other matters. Following her arrival to the firm in the autumn of 2019, counsel Elizabeth Bieber took over leadership of the practice; US corporate and M&A department head Ethan Klingsberg is also a go-to adviser for numerous public companies. The group is primarily based in New York, but also has a presence in Silicon Valley, where Sarah Solum manages the firm’s newly opened office. Solum joined from Davis Polk & Wardwell LLP in July 2020, thereby bolstering the team’s offering to clients in the financial services industry.

Practice head(s):

Elizabeth Bieber

Other key lawyers:

Ethan Klingsberg; Sarah Solum

Goodwin

Goodwin’s Boston-based group provides a broad range of activist defense services, with a recent successful track record of advising multiple technology companies. The team has extensive experience in proxy contests and has been highlighted by clients for its ability to ‘craft the strategy to maximize the chances of the client winning a proxy contest’. The department is led by ‘fierce advocateJoseph Johnson III, who is ‘excellent at reading the room’. Splitting time between Boston and New York, Andrew Goodman contributes to the team's corporate governance offering in the life sciences and technology sectors.

Practice head(s):

Joseph Johnson III

Other key lawyers:

Andrew Goodman; Lisa Haddad; Deborah Birnbach; John Haggerty

Testimonials

‘They are extremely hands-on and strategic in their advice – not just legal advice but crafting the strategy to maximize the chances of the client winning a proxy contest.’

‘Excellent activism defense counsel. Skilled at advocating for their clients’ interest while helping to navigate through constructive engagement that enables the board and management to successfully reach their objective.’

‘Strong experience as corporate counsel and knowledge of the issues and strategies of activist campaigns. Unique in that Goodwin is the go-to law firm for public companies based in the Northeast US, and so they end up serving as company counsel in many situations involving activist investors at their public company clients.’

‘Joe Johnson, who runs the department, is about as good as any lawyer with whom I’ve worked. Smart, efficient, responsive and experienced. Joe is really the only lawyer on the team with whom I work directly.’

‘Joe Johnson is outstanding. Tells it like it is rather than what one wants to hear. Activist whisperer, fierce advocate, skilled negotiator, excellent at reading the room, and helping his clients get to the right outcome.’

Key clients

Virtusa Corporation

Amag Pharmaceuticals

Yatra Online, Inc.

Leaf Group Ltd.

LaSalle Hotel Properties

Monotype Imaging

Cedar Realty Trust, Inc.

Cognizant Technology Solutions Corporation

Board of Directors of Parexel International

Tier Reit

Brightcove, Inc.

Board of Eaton Vance Floating Rate Income Plus Fund

Work highlights

  • Advised Paramount Group on matters relating to an activist campaign by Bow Street.
  • Successfully defended Leaf Group against a threatened proxy contest by Osmium Partners.
  • Advised Invesco Closed End Funds trustees on responding to shareholder proposals and nominations from, and entry into standstill agreement with, Saba Capital.

Hogan Lovells US LLP

Hogan Lovells US LLP has a strong record in activist campaigns and complex corporate governance issues. Its strength in advising public companies is reflective of the wide-ranging expertise of practice head Paul Hilton, who splits time between Denver and New York. In October 2020, Matt Thomson left the Washington DC-based team to pursue an in-house career.

Practice head(s):

Paul Hilton

Other key lawyers:

John Beckman

Hughes Hubbard & Reed LLP

Hughes Hubbard & Reed LLP leverages its strong offering in capital markets and securities law to act for shareholders in activist campaigns. The key contact is Gary Simon in New York, who also chairs the wider capital markets practice.

Jones Day

The recent work of Jones Day stands out in relation to takeover preparedness, where the team has emerged as a destination of choice for clients seeking assistance with the adoption of shareholder rights plans during the Covid-19 pandemic. The group’s client portfolio includes multiple Fortune 500 companies and other big corporate clients, which also seek the team’s assistance with general corporate governance matters. Practice head Lizanne Thomas splits time between Atlanta and New York.

Practice head(s):

Lizanne Thomas

Other key lawyers:

James Dougherty; Randi Lesnick; Joanna Sutton; Justin Macke

Key clients

Cumulus Media

ABM Industries

Flowers Foods

Newell Brands

Owens Corning

Southern Company

Super Micro Computer

Univar Solutions

Verint Systems

Work highlights

  • Advised Cumulus Media Inc. on its adoption of a short-term shareholder rights plan designed to protect shareholder interests and maximize value for all shareholders.

Kirkland & Ellis LLP

Kirkland & Ellis LLP has an unsurpassed strength in defending clients against M&A challenges and advising on takeover preparedness—areas in which it also leverages the firm’s wider full-service excellence in corporate, private equity, and finance transactions. Of recent note, the group demonstrated an excellent ability to handle urgent issues arising in relation to the Covid-19 pandemic and the subsequent slump in stock pricing recorded globally. Among its many Covid-related highlights, the team has been assisting multiple large companies, including Six Flags Entertainment Corporation and Avis Budget Group, with the adoption of poison pills; Daniel Wolf and Sarkis Jebejian are names to note in this segment of the market. In addition, a team led by Shaun Mathew and Edward Lee is engaged by transportation company Nikola Corporation to provide a response to claims against its senior management asserted by an activist seeking short selling profit. In May 2020, Lee joined the team from Wachtell, Lipton, Rosen & Katz, an arrival which expanded to firm’s M&A offering to private equity firms and multinational companies. Eric Schiele is also noted for his recent work on proxy fights. All named practitioners are based in New York.

Other key lawyers:

Shaun Mathew; Edward Lee; Daniel Wolf; Sarkis Jebejian; Eric Schiele

Key clients

Bristol-Myers Squibb

Callon Petroleum Company

Nikola Corp.

Thoma Bravo

Steiner Leisure / L Catterton

Six Flags Entertainment Corporation

Del Frisco’s Restaurant Group, Inc.

Taubman Centers, Inc.

Tenneco Inc.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

Kleinberg, Kaplan, Wolff & Cohen, P.C.’s team is highly experienced in representing prolific as well as first-time activists in shareholder engagements and proxy fights, with notable recent showings in the financial services sector. Christopher Davis in New York chairs the firm’s M&A and investor activism departments and has a background in representing both investors and boards of directors; clients commend Davis for his ‘exquisite judgment and calm demeanor that are invaluable in the heat of the battle’.

Practice head(s):

Christopher Davis

Testimonials

‘The team knows how to win governance contests without burning our bridges with corporate insiders – peaceful and productive conflict resolution.’

‘Kleinberg is among a select group of firms that are at the top tier of advisors to activist funds, in both formation as well as activism campaigns.’

‘If shareholder activism is war, Kleinberg Kaplan is a hydrogen bomb. The experience, professionalism, and raw talent is unparalleled.’

‘We work with the activist team specifically and their knowledge of the industry is second to none. This makes a big difference in the most contentious of situations where strategy and negotiation play an outsized role on outcomes. The Kleinberg team is both deep and reliable.’

‘Chris Davis is a seasoned expert who has seen it all and brings his deep experience to engagements.   He has exquisite judgment and a calm demeanor that are invaluable in the heat of the battle.’

‘Chris Davis is the best lawyer I’ve worked with by far. His skills are unmatched and very much in demand, but I always feel like I’m his only client.’

‘Rebecca Van DerLaske is an exceptional lawyer. She is very knowledgeable and a skilled writer. She takes the lead on drafting most documents in my experience. And is a skilled writer and communicator. She has a great mentor in Chris Davis who is simply one of the three most knowledgeable activist attorneys in the US.’

Key clients

Dryden Capital Fund, LP

Whitefort Capital Master Fund

Percy Rockdale LLC

MG Capital Management Ltd.

Keith Murphy

Kurt King

Nierenberg Investment Management Company, Inc.

Mittleman Brothers, LLC

RC Ventures LLC / Ryan Cohen

Work highlights

  • Advising RC Ventures on its highly publicized constructive engagement with GameStop Corp.
  • Advising NIMCO and its president, David Nierenberg, on his campaign to join the board of directors of Crawford & Company.
  • Advising MG Capital Management, a long-term stockholder of Contura Energy, Inc., on its campaign seeking to overhaul half of the company’s board of directors by replacing three legacy directors.

Latham & Watkins LLP

Latham & Watkins LLP is widely perceived by peers and clients alike as having ‘best-in-class experience in this area’. The full-service practice adopts a holistic approach to defense strategy by bringing together experts in corporate governance, proxy battle processes, and takeover defense. For matters involving more demanding due diligence assignments, the group also benefits from its collaboration with the firm’s Houston-led dedicated service group, focusing on utilizing advanced technologies for speedy reviews and efficient project management. The team in Houston stands out for its representations of public companies. It also brings additional experience in de-SPAC transactions, a noteworthy offering given the explosion of SPAC-related work in this segment of the market; Ryan Maierson is the main contact in this space. Former M&A group chair Mark Gerstein leads the activism task force and splits time between Chicago and New York. Also based in New York is Josh Dubofsky, a go-to adviser to a number of private equity companies. Chris Drewry in Chicago has unparalleled experience of acting for Asian private issuers targeted in campaigns by US activist funds.

Practice head(s):

Mark Gerstein

Other key lawyers:

Brad Faris; Ryan Maierson; Josh Dubofsky; Chris Drewry

Testimonials

‘The team has best-in-class experience in this area.’

‘Josh Dubofsky is one of the best attorneys I have ever worked with. He has been involved in so many similar matters, so that he is never surprised and always can provide excellent guidance to the client.’

Key clients

Avery Dennison

Nature’s Sunshine

Spok Holdings

Nam Tai Property

PolarityTE, Inc.

GNC Holdings

Sprague Resources

Farmer Brothers Co

Stericycle, Inc.

Zagg, Inc.

ViaSat Inc.

Landec Corporation

Care.com, Inc.

Work highlights

  • Represented Care.com in engagement by Impactive Capital to maximize shareholder value.
  • Represented Spok Holdings in engagement by White Hat Capital Partners to gain board representation.
  • Represented Stericycle in engagement by Saddle Point Group to gain board representation.

Morgan, Lewis & Bockius LLP

Since its establishment in 2014, Morgan, Lewis & Bockius LLP’s activism defense practice has carved out a reputation for providing proactive advice and urgent response to activist campaigns and contested matters raised by some of the most prominent investors. The group has had recent standout work in the financial services sector, where a team led by practice head Keith Gottfried represented Amundi Pioneer Asset Management in a proxy contest threatened by Saba Capital Management. Gottfried splits time between Washington DC and New York, as does Sean Donahue, who is also a key figure in the team.

Practice head(s):

Keith Gottfried

Other key lawyers:

Sean Donahue

Olshan Frome Wolosky LLP

The dedicated activist and equity investment group at Olshan Frome Wolosky LLP ‘knows the finer points of activist procedure cold’; it utilizes this knowledge in representing prolific activist shareholders in some of the most significant campaigns in the market. Building upon its history of success in proxy contests, 2020 saw the team score a rare victory for Starboard Value at GCP Applied Technologies, leading to winning control of GCP’s board of directors by appointing all of its director candidates. Further, the department’s work gains additional credibility through the expertise of its founder Steve Wolosky, who is one of the best-known pioneers in this space with three decades of activism experience under his belt. Wolosky shares leadership of the practice with Andrew Freedman, whom clients laud for being ‘a fighter by nature, which is exactly what you want in an activist attorney’; the duo also frequently collaborates with Meagan Reda. Another highly regarded figure in the team is Elizabeth Gonzalez-Sussman, who has a strong track record of delivering successful results to clients in the fields of investment and asset management. Kenneth Mantel has additional expertise in securities law and general corporate governance. All named practitioners are based in New York.

Practice head(s):

Steve Wolosky; Andrew Freedman

Other key lawyers:

Meagan Reda; Elizabeth Gonzalez-Sussman; Ian Engoron; Ryan Nebel; Kenneth Mantel; Rebecca Van DerLaske

Testimonials

‘Olshan provides comprehensive and thorough strategy analysis for activism campaigns and knows the finer points of activist procedure cold, which is important for steering around foils like poison pills, nomination deadlines, and nomination notices. Olshan is capable of turning around quality work product on short timetables and makes managing partners available when needed.’

‘Andrew Freedman – he is laser sharp and a fighter by nature, which is exactly what you want in an activist attorney. As a first-time activist firm, having an attorney of Andy’s caliber and aggressiveness helped lend credibility and teeth to our campaign, which ultimately yielded a highly successful settlement.’ 

‘Associate Ian Engoron was diligent and responsive.’

‘Steve Wolosky, Andrew Freedman, and Elizabeth Gonzalez-Sussman are all leaders in the market.’

Key clients

Ancora Advisors, LLC

Barington Capital Group, L.P.

Browning West LP

Elliott Associates, L.P.

Engaged Capital LLC

Engine Capital LP

Fir Tree Partners

GAMCO Asset Management Inc.

Hestia Capital Management, LLC

Impactive Capital LP

Land & Buildings Investment Management, LLC

Legion Partners Asset Management, LLC

Lion Point Capital, LP

Marathon Partners Equity Management, LLC

Oaktree Special Situations Fund, L.P.

Sherborne Investors Management LP

Starboard Value LP

Stilwell Value LLC

Third Point Management

Velan Capital, L.P.

Work highlights

  • Secured a significant proxy contest victory for Starboard Value LP at GCP Applied Technologies, Inc.
  • Advised client Elliott Management Corporation on all activist and governance-related matters concerning its campaign at AT&T Inc.
  • Advised client Elliott Management Corporation on all activist and governance issues arising during its campaign at Twitter, Inc.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP maintains a busy full-service activist defense practice, which regularly defends blue-chip companies in high-profile campaigns by influential activists the likes of Elliott Management and ValueAct Capital. The group’s advisory work is equally notable; the team routinely adopts a proactive approach to risk management, warding off significant campaigns, and providing corporate governance advice to boards and special committees. Scott Barshay chairs the corporate department, which is based in New York, where other key contacts include former corporate department chair Robert Schumer, Jeffrey Marell, and Steven Williams.

Practice head(s):

Scott Barshay

Other key lawyers:

Robert Schumer; Jeffrey Marell; Steven Williams

Ropes & Gray LLP

Ropes & Gray LLP handles shareholder engagement and activism mandates for a truly varied client portfolio consisting of large public companies such as Dunkin’ Brands and Domino’s Pizza, as well as investors the likes of Elliott Management. Recent areas of focus have included financial services, life sciences, and energy. The group adopts a holistic approach, drawing on the firm’s wider resources in litigation, M&A transactions, corporate governance, and capital markets; for more demanding tasks, it also relies on the expertise of the legal project management team, which brings together specialists in law, finance, and consulting. The team is primarily based in Boston, where Jeffrey Katz is the key contact.

Practice head(s):

Jeffrey Katz

Other key lawyers:

Paul Kinsella; Jane Goldstein; Bryan Lowrance; Tara Fisher

Key clients

Special Committee of Akcea Therapeutics

Ironwood Pharmaceuticals

CIRCOR International, Inc.

Trinseo S.A.

Eversource Energy

Dunkin’ Brands

Planet Fitness

Voya Funds

Elliott Management Corporation

HG Vora Capital

Domino’s Pizza

Sarepta Therapeutics

Work highlights

  • Advised Elliott Management on its investment in CenterPoint Energy.
  • Advised Circor International on its defense against a proxy contest launched by Gamco Investors.
  • Represented Voya Prime Rate Trust in a proxy contest against activist shareholder Saba Capital.

Schulte Roth & Zabel LLP

Clients and peers alike consider Schulte Roth & Zabel LLP's team in New York to be one of the top performers in shareholder activism; it acts on the side of some of the most influential activists in a full scope of activism matters. The financial services sector is among the group’s mainstays, where it has also developed additional credentials in securities law and short swing trading. Notably, the team’s recent workload reflects its capacity to represent large hedge funds in contentious proxy fights; in this space, it often acts on a cross-departmental basis with the litigation practice, where litigator Michael Swartz is the key figure for activism-related mandates. The department is spearheaded by Marc Weingarten (‘one of the godfathers of the activist investor legal business’) and Eleazer Klein (‘one of the rarest of a group of exceptionally smart lawyers’). Clients have also singled out Aneliya Crawford, whose experience includes global activism campaigns, including recent work on a cross-border mandate involving Japan.

Practice head(s):

Eleazer Klein; Marc Weingarten

Other key lawyers:

Aneliya Crawford; Michael Swartz

Testimonials

‘The SRZ activism team is knowledgeable and practical. The lawyers represent their clients’ interests with determined effort and, yet, show a practical business sense. The lawyers know the law and also know the markets. Significant for an activist practice, SRZ has a great litigation practice and full-service law firm capabilities in the regulatory and specialty areas (antitrust, tax, insurance, banking, among other areas) required to best help a client.’

‘Marc Weingarten brings more knowledge and expertise to this practice than most people will ever hope to gain. He is one of the godfathers of the activist investor legal business and his reputation as a go-to lawyer is well deserved.’

‘Ele Klein is one of the rarest of a group of exceptionally smart lawyers I have ever met; he also has a sense of humor, practicality and compassion. I would never hesitate to recommend Ele to a client. He works hard, he works smart, and he cares about what he does.’

‘Aneliya Crawford knows how to get things done for her clients in a manner that makes her effort almost seem effortless. You know she is there for you. You know she goes the extra mile. And yet, she makes her clients feel like her efforts are no bother at all and the results are top-notch.’

‘Michael Swartz is a great litigator. In the many years I have known him, he has always done what great litigators do: learned the matter at hand better than the practicing experts and found ways to ask the right questions to get the upper hand in a court bound matter.’

‘Few associates deserve mention for skill and knowledge on this area the way Brandon Gold does. Brandon is a rising star.’

Key clients

Blue Lion Capital Management

Colony Capital

DE Shaw

Edenbrook Capital

Elliott Management

Eminence Capital

Harbert Management

Impala Asset Management

Jana Partners

KKR

Luminus Management

Saba Capital Management

Starboard Value

Voce Capital Management

Trian Fund Management

Sidley Austin LLP

Sidley Austin LLP is widely recognized as one of the most active firms in the field of corporate defense; 2020 saw the team handle multiple activist campaigns for clients at regional and global level. Kai Liekefett in New York shares leadership of the department with Derek Zaba, who splits time between Palo Alto and New York.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP’s takeover defense team is based in New York and forms part of the wider M&A department. It is considered by the market to be among the top performers in the proxy fight space, where one of its multiple recent successes included acting for Hanover Bancorp in a proxy contest against shareholder Premier Asset. Its recent workload also demonstrates a discernible wealth of experience in representations of large companies in their responses to unsolicited takeover proposals; Richard Grossman enjoys a solid reputation in this field. Stephen Arcano acts as a global head of the firm’s global transactional groups and is also a key team member for activist defense.

Practice head(s):

Stephen Arcano

Other key lawyers:

Richard Grossman

Vinson & Elkins LLP

The New York-based team at Vinson & Elkins LLP utilizes its highly praised ‘intellect and talent’ to represent boards of directors and special committees in high-profile activism campaigns. Reflecting a trend resulting from the Covid-19 pandemic, the team’s recent workload also encompasses multiple representations of companies facing an attack by short-selling firms the likes of Hindenburg Research. Further, the group prides itself on its pioneering approach to activism, with one example including its innovative approach to D&O liability insurance as a funding mechanism in corporate defense. It would also be difficult to match the wide-ranging expertise of the ‘extraordinaryLawrence Elbaum, who has experience as a trial lawyer in addition to maintaining an active corporate governance practice. Market sources also highlight recently promoted partner Patrick Gadson as ‘an up-and-comer in corporate defense’, a recognition owed in part to his activism experience which spans representations of both companies as well as activists. Elbaum and Gadson jointly head the practice group.

Practice head(s):

Lawrence Elbaum; Patrick Gadson

Testimonials

‘One of the few firms with particularized corporate defense specialty practice group. Very deep institutional knowledge among the partners at V&E in this area.’

‘Fluent with the tactics and strategies of activism.’

‘High intellect and talent of the team; outstanding advice and work product; extraordinary responsiveness; great leadership of Lawrence Elbaum.’

‘Collaboration through designing a team that is diverse and responds to the company’s needs in the specific area of shareholder activism.’

‘Lawrence Elbaum is easy to get along with and reasonable during intense negotiations. Has a knack for dealing with people and disarming situations.’

‘Patrick Gadson is an up-and-comer in corporate defense. Very smart, thoughtful, and savvy researcher.’

‘Lawrence Elbaum is extraordinary in every respect as a leader and human being. He is responsive (24/7); has solutions that are timely and successful; provides consistent and valuable advice; talented; has a personality that is wonderful, kind and respectful; and possesses the highest integrity.’

‘Lawrence Elbaum is an outstanding counsel – steady, strategic, thoughtful.’

‘They were the first to figure out how to leverage corporate D&O Insurance to help public companies fund their defense.’

Key clients

1347 Property Insurance Holdings

AeroCentury Corp

Community Bankers Trust Corporation

Comscore

CytRx Corporation

Enviva Partners

Fiesta Restaurant Group

First United Corporation

Genius Brands

Gulf Island Fabrication

HF Foods Group

Hilton Grand Vacations

Huttig Building Products

Manning & Napier Inc.

MVC Capital Inc.

Noble Energy

Primo Water Corporation

Ranger Energy Services

SunCoke Energy Inc.

Synalloy Corporation

Wayside Technology Group Inc.

Wireless Telecom Group, Inc.

Work highlights

  • Represented Comscore in the defense of the activist investments of Tenzing Global Management and Lion Point Capital, and in respect to the company’s ongoing relationship with shareholder/debtholder, Starboard Value.
  • Represented Hilton Grand Vacations in the defense of the activist investment of P2 Capital Partners and the rumored investment of Elliott Management.
  • Represented Primo Water Corporation in the defense of the shareholder activism campaigns of Legion Partners Asset Management.

Wachtell, Lipton, Rosen & Katz

Acting for boards of directors and special committees, Wachtell, Lipton, Rosen & Katz has built a very strong reputation in matters relating to shareholder engagement, proxy fights, strategic defense, and general corporate governance. David Katz and Sabastian Niles are respected names in New York's corporate arena.

Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP's public company advisory group has experience in shareholder engagement and proxy contests. Corporate group chair Michael Aiello in New York has notable takeover defense experience; Adé Heyliger is a standout practitioner in Washington DC.

Practice head(s):

Michael Aiello

Other key lawyers:

Adé Heyliger

Willkie Farr & Gallagher LLP

The cross-departmental group at Willkie Farr & Gallagher LLP leverages the firm’s well-known corporate law, financial services and litigation specialists to act on both sides of activism mandates, both for activist shareholders, as well as for boards of directors and special committees of large public companies. It handles a wide range of matters, including M&A challenges, proxy contests, and general governance issues. Based in New York, the group is led by Russell Leaf and litigation department chair Tariq Mundiya. Firm chairman Steven Gartner and Jared Fertman also have extensive experience in proxy fights.

Practice head(s):

Russell Leaf; Tariq Mundiya

Other key lawyers:

Steven Gartner; Sameer Advani

Key clients

Vintage Capital Management

Third Point LLC

Sarissa Capital Management

Monarch Alternative Capital

Elliott Management

New Mountain Vantage

Independent Members of Xerox’s Board of Directors

HealthEquity, Inc.