Shareholder activism in United States

Akin Gump Strauss Hauer & Feld LLP

Akin Gump Strauss Hauer & Feld LLP handles strategic campaigns and litigation for some of the best-known activist shareholders throughout the US, and has also advised activists on initiatives involving European and Asian companies. The corporate governance and shareholder activism practice is led by Jeffrey Kochian, who recently represented Highland Capital in its attempt to remove two directors of Medley Capital Corporation, which involved a court ruling in Delaware on the fiduciary duties of Medley's directors. Other key contacts include securities litigator Doug Rappaport and Gerald Brant, who focuses on strategic M&A and private equity transactions, acting both for public companies and investment funds.

Practice head(s):

Jeffrey Kochian

Other key lawyers:

Doug Rappaport; Gerald Brant

Key clients

Highland Capital Management

Viex  Capital Advisors

Baker Bros. Advisors

Starboard Value

Blue Harbour Group

Corvex Management

Work highlights

  • Representing Viex Capital Advisors in its investment in Immersion Corp., a California-based developer and licensor of touch feedback technology.
  • Represented Highland Capital in its high-profile campaign to replace two directors ofthe board of Medley Capital Corporation.
  • Advising Corvex Management on its engagement with Forescout Technologies, a provider of network security products.
  • Acting for the Blue Harbour Group in its investment in Jack in the Box.
  • Acting for Remus Capital in connection with their investment in Catalyst Biosciences.

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP represents strategic investors in activist campaigns, and also handles litigation related to activism. Shareholder activism falls within the wider corporate practice, which is jointly led by co-chairs Richard Brand and William Mills, with Brand in particular leading on a fair amount of the firm's shareholder activism work. Over the last year the team managed successful campaigns against companies including Aramark, Methanex Corporation, and MGM Resorts International. Another contact in this space is Stephen Fraidin, who joined the team in June 2018 and has extensive experience of complex M&A, proxy contests, and other corporate transactions. All named attorneys are based in New York.

Practice head(s):

Richard Brand; William Mills

Other key lawyers:

Stephen Fraidin

Testimonials

‘Cadwalader’s practice advises both public companies and shareholders and this makes them an especially useful resource. They have a great understanding of the market and also of the broader strategic questions surrounding an activism situation.’

‘Richard Brand is building a strong practice in this area and is extremely knowledgeable about a wide range of activism situations — He also brings to the table strong skills as an M&A lawyer which is important.’

Key clients

Mantle Ridge

Sachem Head Capital Management

Kingsland Holdings

M&G Investment Management

Corvex Management

D.E. Shaw & Co.

Tarsadia

Work highlights

  • Represented D.E. Shaw & Co. in connection with its investment in and corporation agreement with Louisiana-Pacific Corporation
  • Advising Sachem Head Capital Management on its acquisition of a 9% stake in Eagle Materials and proposal to separate Eagle’s heavy materials and light materials businesses.
  • Acting for M&G Investment Management in relation to its investment in Methanex Corporation and successful proxy contest and agreement with Methanex to add two new directors to Methanex’s board.
  • Represented Mantle Ridge in connection with its investment in food service company Aramark and entry into a Stewardship Framework Agreement with Aramark.
  • Assisted Corvex Management in connection with its investment in MGM Resorts International, and subsequent successful effort to appoint an independent director to the board of directors.

Cleary Gottlieb Steen & Hamilton

Based in New York, Cleary Gottlieb Steen & Hamilton's activism defense team has a strong track record of advising prominent public companies on their response to activist campaigns. In the last year, the team has become particularly active in advising non-US companies on activist campaigns. The team is jointly led by Christopher Austin and James Langston, both of whom handle a variety of public company transactions and strategic governance matters. Neil Whoriskey, who co-chairs the M&A practice, is another contact for activism defense mandates. Ethan Klingsberg, Pamela Marcogliese and Paul Tiger left for Freshfields Bruckhaus Deringer LLP in October 2019.

Other key lawyers:

Neil Whoriskey

Testimonials

‘Thoughtful understanding of evolving field. Clear focus on key decision factors for the board. Ability to cut through the noise in the field.’

‘Able to collaborate with others. Understand how to provide clear counsel in ways that balance legal and business perspectives. Able to give independent, clear counsel without being seen as trying to force the client into one perceived path of what is best practice.’

Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP's shareholder activism defense team is an important part of the firm's top-tier M&A practice. The practice group represents clients in shareholder disputes arising out of corporate transactions, recent examples of which include acting for Occidental in relation to Carl Icahn's consent solicitation, which arose out of Occidental's takeover of Anadarko Petroleum. Keith Hallam is key contact in the area of activism defense. The wider corporate practice is led by Faiza Saeed, Mark Greene, Robert Townsend III, and Richard Hall. All are based in New York.

Other key lawyers:

Keith Hallam

Key clients

Ashland

Benchmark Electronics

Conduent

Nestlé

Occidental

Work highlights

  • Representing Occidental Petroleum Corporation in connection with Carl Icahn’s consent solicitation.
  • Advised Benchmark Electronics in connection with its cooperation agreement with Engaged Capital.
  • Represented Ashland in its potential proxy contest and subsequent settlement agreement with Cruiser.
  • Acting for Nestlé in connection with its interactions with Third Point.
  • Represented Conduent Incorporated in connection with its agreement with Darwin Deason, a significant shareholder.

Freshfields Bruckhaus Deringer LLP

In October 2019, Freshfields Bruckhaus Deringer LLP massively bolstered its New York corporate practice with the hires of Ethan Klingsberg, Paul Tiger, Pamela Marcogliese and Elizabeth Bieber from Cleary Gottlieb Steen & Hamilton. At their previous firm, this group was routinely engaged by high-profile public companies involved in campaigns by some of the most prominent activist shareholders. Marcogliese in particular is a standout figure in this space; she specializes in advising company boards on shareholder relations, activism campaigns and strategic governance matters. All lawyers are based in New York.

Goodwin

Led by Joseph Johnson III in Boston, Goodwin's shareholder activism defense practice advises boards on responding to activist campaigns from some of the most prominent activists in the market, such as Elliot Management and Starboard Value. In the past year, the firm was particularly active in representing clients in hostile and unsolicited bids from activist investors, and was praised by one client as a 'proven strategic advisor' in 'bet-the-company' matters such as these. A number of the team's cases were in the healthcare and life sciences sectors, which are growing areas for activism more generally. Other names to note are Lisa HaddadDeborah Birnbach and John Haggerty, who jointly chair the public M&A and corporate governance practice.

Other key lawyers:

Andrew Goodman

Testimonials

‘Goodwin boasts one of the best and most sought after activism advisory practices in the U.S. Johnson is a proven strategic adviser to countless boards of directors and executive leadership teams of publicly-traded corporations facing sometime seemingly insurmountable odds and “bet-the-company” matters instigated by disgruntled shareholders and third parties. Johnson and his team have the experience, know-how, fortitude and expertise to successfully guide his clients through some of the most challenging times ever to face any public company. Johnson also has the respect and admiration of not only his clients, but that of boards’ other advisers (bankers, lawyers, proxy solicitors, IR/PR firms), as well as the activists themselves and their advisers.’

‘Johnson is smart, aggressive and a fierce advocate for his clients’ interests — and never hesitates to tell his clients something they might not want to hear. He fights tirelessly to enable his clients to achieve the best outcome for the company and its shareholders. Johnson has a deep bench of seasoned talent supporting him and Goodwin clients, paving the way for Goodwin’s continued success in activism and M&A well into the future.’

‘Good, solid practical advice.’

‘Joe Johnson is the primary partner on our account. Joe is super responsive, extremely thoughtful and appropriately aggressive. His advice is solidly grounded based on decades of experience.’

Key clients

AMAG Pharmaceuticals

Yatra Online

Leaf Group

LaSalle Hotel Properties

Monotype Imaging

Cedar Realty Trust

Cognizant Technology Solutions Corporation

Board of Directors of PAREXEL International

TIER REIT

Brightcove

Work highlights

  • Represented LaSalle Hotel Properties in its response to unsolicited public acquisition proposals from Pebblebrook Hotel Trust, leading to its proposed $4.8bn sale to Blackstone in a going private transaction, and subsequent acceptance of topping bid from, and $5.2bn cash and shares acquisition by, Pebblebrook Hotel Trust.
  • Represented Yatra, a leading India-based online travel company, in its announced sale to Ebix, an Atlanta-based software firm through a merger deal at an enterprise value of $337.8m. This deal began on hostile terms but ultimately turned friendly with a positive exit outcome.
  • Advised Monotype on a definitive agreement under which HGGC acquired all outstanding shares of Monotype. In addition to the sale, the team represented Monotype in defense of Gilead’s activist campaign challenging Monotype’s sale to HGGC.
  • Represented Invesco closed-end funds trustees in response to shareholder proposals and nominations from Saba Capital.
  • Advised Viveve on its defense of a campaign launched by activist hedge fund Nantahala Capital Management.

Hogan Lovells US LLP

Hogan Lovells US LLP has successfully defended well-known companies against activist investors. Key contacts in this practice area include Matt Thomson and John Beckman in Washington DC, and Paul Hilton in Denver. Hilton leads the firm's US public company practice.

Hughes Hubbard & Reed LLP

Hughes Hubbard & Reed LLP's shareholder activism practice represents activist investors in high-profile campaigns. The name to note in this area is Gary Simon in New York, who heads the firm's securities and capital markets group, and has experience of a range of public company matters, including proxy contests and control battles.

Practice head(s):

Gary Simon

Jones Day

Jones Day has defended companies in a number of shareholder activism matters brought by leading activist investors. Key contacts include Lizanne Thomas and Joel May in Atlanta, and James Dougherty in Cleveland.

Kirkland & Ellis LLP

Spread across the firm's New York, San Francisco, and Houston offices, the team at Kirkland & Ellis LLP is experienced at aiding boards in defending against shareholder activism, particularly activism related to M&A transactions. A key part of the firm's comprehensive corporate offering, the lawyers focusing on activism defense have broad expertise in all things corporate law, including transactional M&A and private equity deals, and strategic governance and advisory work. In a high-profile case in 2019, the firm advised Bristol-Myers Squibb on activism related to its proposed acquisition of Celgene Corporation, in which opposition to the deal came both from Starboard Value and institutional investor Wellington Management. Key contacts in the New York office include Sarkis Jebejian, Eric Schiele, and Shaun Mathew, David Fox, and Daniel Wolf. The Houston team in particular is a go-to advisor for energy companies facing threats of activist actions; the contact here is Sean Wheeler.

Work highlights

  • Advised Bristol-Myers Squibb on its successful response to the opposition of activist shareholder Starboard Value to Bristol-Myers Squibb’s proposed acquisition of Celgene.
  • Represented Travelport in connection with Elliott Management’s demands for a strategic review of the proposed sale of the company.
  • Acted for Callon Petroleum Company in defense of its acquisition of Carrizo Oil & Gas, against opposition by Paulson & Co.
  • Represented Del Frisco’s Restaurant Group in defense against a threatened proxy contest by Engaged Capital.
  • Acted for Vitamin Shoppe in its defense against a full slate proxy contest by Vintage Capital.

Latham & Watkins LLP

Latham & Watkins LLP has 'significant and very relevant experience' advising company boards on their response to activist shareholders. Throughout 2019, the team acted for clients against campaigns from investors including Elliott Management, Starboard Value, and Carl Icahn. Key figures in the Chicago office include the 'very practical' Mark Gerstein and Bradley Faris, who maintains a broad M&A practice. Also recommended in Chicago is senior attorney Tiffany Campion. Looking elsewhere, Charles Ruck in Orange County handles a range of transactional and advisory matters, including hostile takeovers, securities transactions, and strategic corporate governance matters, while Ryan Maierson in Houston leads the firm's pubic company representation practice.

Other key lawyers:

Tiffany Campion

Testimonials

‘Significant, very relevant experience in this area and deep bench strength with such experience.’

‘Jim Beaubien and Mark Gerstein are both very practical, to the point and knowledgeable in this practice area. They do not talk just to talk. They do not generalize or overly theorize, but get right to the options and advise.’

‘Exceptional knowledge and pragmatic legal advice. Great communicators and comfortable in a boardroom setting.’

Key clients

Zagg

Farmer Bros.

Galaxy Gaming

Iteris

Immersion Corporation

Callaway Golf Company

SeaWorld Entertainment

A.O. Smith Corporation

Flotek Industries

Nevro Corporation

Alphatec Holdings

Cerner Corporation

Caesars Entertainment Corp.

QEP Resources

Cars.com

Work highlights

  • Representing Galaxy Gaming in an engagement by Triangulum Partners and Robert G. Pietrosanto in a proxy fight to gain board representation.
  • Acting for Zagg in an engagement by AREX Capital Management to maximize shareholder value.
  • Represented Callaway Group in engagement by JANA Partners, James Lillie, Roger N. Farah, and Cynthia L. Davis to maximize shareholder value.
  • Advising SeaWorld Entertainment on a campaign by Hill Path Capital to gain board representation.
  • Acted for Caesar’s Entertainment Corporati in regards to an attempt by Carl Icahn to gain board representation / maximize shareholder value.

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP has a dedicated shareholder activism team, jointly led by Keith Gottfried and Sean Donahue in Washington DC. In 2019, the team represented a number of public companies in reaching settlements with activist investors such as Sierra Capital Investments and Varana Capital. The team also handles activism defense for foreign companies, working in conjunction with the firm's global office network; in 2019, this included working with the firm's Tokyo office in a matter for a Japanese multinational. Gottfried, described by a client as 'exceptional', is an experienced M&A lawyer who previously served as General Counsel in the Department of Housing and Urban Development under President George W. Bush.

Practice head(s):

Keith Gottfried; Sean Donahue

Testimonials

‘Keith Gottfried is exceptional. I would highly recommend him to any one at any time.’

Key clients

Alaska Communications Systems Group

Alcoa Corporation

AmerisourceBergen Corporation

Denny’s Corporation

Dr Pepper Snapple

Olympus Corporation

RAIT Financial Trust

Raytheon Corporation

Veritone

Work highlights

  • Represented Alaska Communications Systems Group, a publicly traded telecommunications company, in its continued engagement with TAR Holdings.
  • Advised Safeguard Scientifics, a publicly traded incubator of technology-driven businesses, on the negotiation of a settlement agreement with Sierra Capital Investments.

Olshan Frome Wolosky LLP

Led by Steve Wolosky and Andrew FreedmanOlshan Frome Wolosky LLP's New York-based shareholder activism group acts for some of the markets most prolific strategic investors, including Starboard Value and Elliott Management. In addition to acting for US shareholders, the firm also has a strong reputation among international activist investors, including those in Europe and Japan. The team includes leading lawyer Elizabeth Gonzalez-Sussman and key lawyer Meagan Reda, who made partner in December 2018. Standout highlights from the past year include Gonzalez-Sussman and Wolosky acting for a shareholder group led by Rice Team in its successful campaign to nominate seven members to the board of EQT Corporation.

Practice head(s):

Steve Wolosky; Andrew Freedman

Testimonials

Olshan’s senior partner Steve Wolosky is without peer in the shareholder activist community.  He is the greatest living legal resource to discuss all things activism.  On top of that, his partner Andy Freedman (and other Olshan partners) are excellent resources and practitioners for executing an activist campaign.  The overall depth, experience, and efficiency with which they operate is without peer. Olshan is the only firm we’ve worked with that has the depth and talent to run a proxy contest front to back like a well oiled machine.  They are also highly experienced in negotiating settlements and keeping investors out of unnecessary conflicts.

‘Specialists in activist situations.’

Steve Wolosky is simply put the best in the business. Andrew Freedman is also an extremely talented and experienced attorney we have used in numerous campaigns.  He has been very good in reaching settlements with challenging boards (and their respective legal reps).

We have worked with Elizabeth Gonzalez-Sussman on multiple proxy contests in the past 2 years.  She is an excellent attorney and resource during these campaigns and has been on the other side of some of the toughest players in the activist defense world.

‘Andy Freedman is very responsive.’

‘Andy Freedman is experienced and practical.’

‘They have strong technical skills yet are practical in approach.’

Key clients

Ancora Advisors

Barington Capital Group

Elliott Associates

Engaged Capital

Engine Capital

Fir Tree Partners

FrontFour Capital Group

GAMCO Asset Management

Kanen Wealth Management

Land & Buildings Investment Management

Legion Partners Asset Management

Marathon Partners Equity Management

Prescience Point Capital

Sherborne Investors Management

Sidus Investment Management

Starboard Value

Steel Partners Holdings

Stilwell Value

Third Point Management

Velan Capital

Work highlights

  • Represented a shareholder group led by the Rice Team in their activist campaign at EQT Corporation, the largest natural gas producer in the United States, resulting in the election of all seven of the Rice Team’s nominees and replacement of EQT’s CEO with Toby Rice.
  • Advised Legion Partners, Macellum Advisors and Ancora Advisors in devising their proxy campaign at Bed Bath & Beyond, assisting the investor group with their successful nomination of a full slate of director candidates to the board and a number of public and private letters and presentations, including a comprehensive white paper that included the investor group’s strategic plan.
  • Represented Elliott Management in its settlement agreement with eBay; as part of the agreement, several new independent directors were added to the Board, including Elliott’s head of US equity activism, and eBay announced strategic initiatives to enhance performance.
  • Advised Starboard Value on various aspects of its private placement investment and governance agreement with Papa John’s International; as part of the governance agreement, Starboard agreed to invest $200m in Papa John’s.
  • Advised Barington Capital Group on all activist-related matters in connection with its public involvement at L Brands, the parent company of Victoria’s Secret and Bath & Body Works; also assisted Barington with its successful private nomination of its director candidates to the board and the eventual settlement agreement reached.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP's activist defense practice acts for public companies in high profile campaigns against activists, a recent example of which was the firm's successful defense of Emerson Electric against actions by the hedge fund D.E. Shaw. Based in New York, the team is structured within the broader corporate group, where key contacts include global M&A practice head Scott Barshay and Steven Williams. In addition to acting for Emerson in the D.E. Shaw campaign, Barshay also worked alongside Williams to advise Barnes & Noble on its acquisition by Elliott Advisors. Also recommended are Jeffrey Marell and Robert Schumer, who has over 30 years of experience in strategic corporate governance matters.

Key clients

ADP

Harris Corporation

Barnes & Noble

Honeywell

Chico’s FAS

ILG

Destination XL

Red Robin Gourmet Burgers

Emerson Electric

Qualcomm

Work highlights

  • Acted for Emerson Electric Co. in relation to the activist campaign by D.E. Shaw.
  • Acted for Red Robin Gourmet Burgers in relation to the activist campaign by Vintage Capital Management, as well as the unsolicited proposal from Vintage to acquire all of the outstanding common shares of Red Robin for $40 per share in cash.
  • Represented Barnes & Noble in share accumulations by Sandell Asset Management, the exploration of strategic alternatives and resulting $683m sale to Elliott Advisors (UK).
  • Represented Commvault Systems in a cooperation agreement with Elliott Management.
  • Acted for Argo Group in relation to the activist campaign by Voce Capital Management.

Ropes & Gray LLP

Ropes & Gray LLP provides ongoing strategic advice both to public companies and to activist investors, and has a track record in high-stakes shareholder engagements. Headed by Jeffrey Katz in the Boston office, the team was involved in a number of significant campaigns in 2019. In one highlight, the group acted for MFS California Municipal Fund's board for all MFS closed-funds in relation to Saba Capital's threatened proposal to de-stagger the fund's board. Other names to note in Boston include M&A practice co-head Jane Goldstein, and Paul Kinsella, who is particularly active in advising companies in the life sciences sector.

Practice head(s):

Jeffrey Katz

Other key lawyers:

Jane Goldstein; Paul Kinsella

Testimonials

‘Outstanding firm with global resources. Best in class in the asset management space.’

‘All the staff are exceptional. Lead partner Greg Sheehan is a great attorney. Exceptional relationship with his clients and highly regarded in the industry. David Sullivan is another outstanding partner, and Yana Guss is also excellent in the associate role.’

‘This group is creative and thoughtful. They attempt to provide high level, strategic thought which I don’t always receive from other firms.’

Key clients

Eversource Energy

Pacific Investment Management Company (PIMCO)

NoDunkin’ Brands

HG Vora Capital

Work highlights

  • Acted for MFS California Municipal Fund in connection with activist shareholder SabaCapital, after the investor threatened a shareholder proposal to de-stagger the fund’s board.
  • Advising Sarepta Therapeutics on matters pertaining to mergers and acquisitions, corporate governance, securities law and intellectual property transactions.
  • Advising HG Vora Capital on its ongoing engagement with boards and management of public companies.

Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP boasts a full-service offering for activist investors, with core strengths in campaign strategies and proxy contests, strategic corporate governance, and litigation. In 2019, the firm successfully represented Starboard Value in its investment in Papa John's, an unusual deal whereby Starboard was invited to make an investment and have its principal join the board as chairman to fend off a challenge from the company's founder, John Schnatter. The team also handled a number of standout matters for Elliott Management and Saba Capital Management. Based in New York, the practice is jointly led by Eleazer Klein and Marc Weingarten, both described by one client as 'smart and seasoned', with the 'creativeAneliya Crawford also being involved in a number of large cases.

Practice head(s):

Eleazer Klein; Marc Weingarten

Other key lawyers:

Aneliya Crawford

Testimonials

‘Few firms compare with Schulte in terms of having the knowledge and team to provide exceptional service and advice for shareholders in an activist situation. Schulte is a leader in hedge fund work and its relationships with active investors is unparalleled. That access and knowledge makes the team deal-savvy and a business ally.’

‘Marc Weingarten and Eleazer Klein are smart and seasoned. Matters are handled with experience and wisdom–and frequently much-appreciated humor. Aneliya Crawford is hard-working and creative. Michael Swartz is a top-notch litigator with a true commercial sense. Associate Brandon Gold has experience beyond his years and is a great member of any team.’

‘Top flight team and practice, with knowledge of all the pitfalls, strategies and approaches.’

Key clients

Cevian Capital

Elliott Management

Starboard Value

JANA Partners

Trian Fund Management

Blue Harbour Group

Saba Capital Management

Caligan Partners

D.E. Shaw & Co

Work highlights

  • Acted for Starboard Value in successfully gaining three seats on the board of Papa John’s International and appointing Jeffrey C. Smith, Starboard’s CEO, to Papa John’s board.
  • Representing Elliott Management in six matters, resulting in Elliott successfully winning board seats.
  • Advising Saba Capital Management on 12 matters, aiding them in campaigns for board seats.
  • Representing JANA Partners in its successful attempts to gain board seats on the boards of Bloomin’ Brands and ConAgra Brands.
  • Advising SailingStone Capital Partners on its campaigns to influence the directions of Laredo Petroleum Holdings, Turquoise Hill Resources, and Antero Resources Corporation.

Vinson & Elkins LLP

Vinson & Elkins LLP assists clients in defending against activist shareholders in a range of industries. The team is jointly headed by Lawrence Elbaum in New York ('unsurpassed experience in, and knowledge of, this space') and Jeff Floyd in Houston. Another name to note is recently promoted partner Patrick Gadson, 'a vital asset to the team' who serves as New York chair of the shareholder activism practice. Elbaum and Gadson led a number of standout activist defense matters in 2019, successfully preventing campaigns against clients such as Hilton Grand Vacations, comScore, and Amber Road. Stephen Gill leads the public company M&A practice in the Houston office.

Testimonials

‘The activism team at Vinson & Elkins are hands-down the most experienced and the most knowledgeable. This means they’ve seen just about everything, know what to expect and how to handle it, and have the processes, materials and other resources needed, teed up to go, and are able to react quickly in these situations which can often be incredibly important. The two partners who run the team do a fantastic job working with clients, working seamlessly with our clients’ regular corporate counsel, and engaging and negotiating with the other side and their legal counsel. They are professional and work well with other advisers, and these are situations that often involve a very fully staffed advisory team. The two partners who run the team, Lawrence and Patrick, are fantastic at leading the effort and coordinating all the work, which really is needed for clients in these situations, so it takes up less of the client’s day-to-day time and they can focus on running their regular business. In short, they are just the best, and they are my go-to legal advisor for any of my clients in these situations.’

‘Lawrence Elbaum has unsurpassed experience in and knowledge of this space. He’s done more corporate defenses and proxy fights that anyone else on the street. When I recommend Lawrence to a client, the client is usually in a tense and high profile difficult situation, and I know Lawrence will take good care of them and immediately put them at ease that is ‘under control’. Lawrence also treats even smaller clients with the care and attention they need.’

‘Patrick Gadson, though just recently promoted to partner, has a unique perspective on these situations, as he started out working as a legal advisor on the investor/activist side, so he understands how the other side thinks. This can be of key importance to understanding the other side’s tactics, their goals and objectives, reaching an amicable settlement, or if need be to win a heated proxy battle. He’s a vital asset to the team.’

‘Lawrence Elbaum is a measured, thoughtful, sober lawyer and those personality traits serve him well as a war-time counselor. He is more level-headed and clear eyed than other lawyers who practice in this area.’

‘Lawrence Elbaum is a very, very strong lawyer. Highly connected and knowledgeable about the activism industry, and a great tactician.’

‘A very strong team of people that are highly focused on shareholder activism defense work. Great marketers and do a great job of getting in the door because of their specialization.’

‘When the wine glass spills, my first call is Lawrence Elbaum.  His calm, analytical demeanour coupled with astute business acumen make him my preferred business confidant.  Ironically, our relationship commenced as adversaries during a proxy fight 5 years ago but we developed so much respect for each other in battle, it was an easy decision to combine forces.  After almost 25 years in private equity, I have worked with countless senior partners at top tier law firms, but I have only developed one strategic, go- to, legal relationship. That relationship is with Lawrence Elbaum.  Recently I introduced our house counsel and the Board to Lawrence.  All parties came away highly impressed and ready to work together.  Shortly thereafter, the Company engaged Lawrence’s firm, Vinson & Elkins, as Company Counsel.  Additionally, I have referred Lawrence to one of the world’s largest private food companies who utilized V&E in their activism campaign as well as two other confidential activist matters.   Lawrence’s business judgment and deal making prowess allow him to balance legal requirements with commercial objectives. With Lawrence, there is no start or stop time, he is constantly accessible. There is no ego or drama working with other lawyers, either at his firm or competitive law firms.  He humbly refers less familiar issues. Uniquely, Lawrence doesn’t take advantage of client challenges but rather keeps in mind his clients’ long term objectives and establishes and maintains fair billing and fee structures.  Not surprisingly, Lawrence continued to seamlessly lead and successfully maintain the stature of V&E’s activist practice even in the wake of a senior colleague’s departure to a competitor.  True to form, the practice has only thrived under Lawrence’s leadership. I enthusiastically endorse Lawrence Elbaum for his pristine track record of success, ethical leadership and tireless efforts to solve client problems.’

‘Vinson & Elkin’s team somewhat uniquely works for both companies and shareholders, which makes them better lawyers and better able to anticipate the views and moves of the other side.’

Key clients

Amber Road

Anadarko Petroleum Corporation

Antero Resources Corp

APEG

Arcturus Therapeutics Holdings

Argo Holdings

Arlo Technologies

Blackwells Capital

Cadiz

Carbo Ceramics

comScore

Costar Technologies

Daseke

Denbury Resources

FedNat Holding Company

First United Corporation

Goodrich Petroleum Corporation

Gulf Island Fabrication

Hilton Grand Vacations

Horizon Kinetics

Hudson Global

Liberated Syndication

Lumber Liquidators Holdings

Merrimack Pharmaceuticals

NTN Buzztime

Owens Realty Mortgage

Progenics Pharmaceuticals

Primo Water Corporation

SeaChange International

Suncoke Energy

Universal Stainless & Alloy Products

Wright Investors’ Service Holdings

Work highlights

  • Represented Amber Road in the defense of the proxy fight by Altai Capital and in connection with the defense of the activism campaigns of Blackwells Capital and Sidus Capital.
  • Advised comScore on the defense of the activism campaign of Starboard Value and Lion Point.
  • Represented Hilton Grand Vacations in the defense of activism by P2 Capital, Centerbridge and Elliott Management.
  • Advised Primo Water Corporation in the defense of the activism campaigns of Legion Partners Asset Management.
  • Represented First United’s board and management in the defense of the withhold campaign and subsequent proxy fight of Driver Capital.

Weil, Gotshal & Manges LLP

At Weil, Gotshal & Manges LLP, shareholder activism defense is handled by Adé Heyliger in Washington DC, who has acted for high-profile companies involved in activism campaigns.

Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP's shareholder activism team is an integral part of its broader corporate and financial services department. Jointly led by Steven Gartner and Tariq Mundiya in New York, the practice group has core strength in acting for shareholders in activism campaigns, though the team is also recognized for its work for special committees. Highlights from the past year have included representing Third Point, Elliott and Sarissa in a number of successful campaigns, as well as advising the Hudson Bay Company in defense against an activism campaign. Russell Leaf and recently promoted partner Jared Fertman are also contacts in the New York office.

Practice head(s):

Steven Gartner; Tariq Mundiya

Other key lawyers:

Russell Leaf; Jared Fertman

Key clients

Vintage Capital Management

Third Point

The Special Committee of the Board of Directors of EMC Insurance Group

Sarissa Capital Management

Monarch Alternative Capital

Elliott Management

RenaissanceRe

Argo Group

Hudson’s Bay Company

Work highlights

  • Represented Third Point in its successful proxy contest for representation on the board of directors of Campbell Soup; also handled related litigation, resulting in a settlement in which several Third Point nominees were appointed to the board.
  • Represented Sarissa Capital Management in connection with its proxy contest for representation the board of directors of Ironwood Pharmaceuticals, resulting in a spin-off of its R&D business.
  • Represented Hudson’s Bay Company in the defense of several activist campaigns by Land and Buildings.
  • Represented Third Point in discussions with Sony regarding strategic alternatives, including a potential spin-off of Sony’s entertainment business.
  • Represented Vintage Capital Management in an ongoing threatened proxy contest with, and proposed acquisition of, Red Robin Gourmet Burgers.