While the firm represents both shareholders and boards, the shareholder-side offering at Cadwalader, Wickersham & Taft LLP in New York is particularly active, working with financial services companies and REITs most commonly. Shareholder activism expert William Mills and Richard Brand lead the team. Brand along with Stephen Fraidin is described as ‘very experienced and offers unique insights’ and is co-chair of the firm’s corporate and M&A group and is a prominent team member with regards to complex, market-shaping activism matters and corporate transactions. Fraidin works with a diverse client base, from investment funds to major corporations and special committees, with standout recent work involved advising Mantle Ridge in its agreement to add seven new directors to the board of Dollar Tree, Inc.
Shareholder activism in United States
William Mills; Richard Brand
Other key lawyers:
‘Richard Brand and Stephen Fraidin are fantastic. They are very experienced and offer unique insights.’
Hudson Executive Capital
Mithril II LP
Pershing Square Capital Management
Politan Capital Management
Sachem Head Capital Management
SRS Investment Management, LLC
- Advised Mantle Ridge on its agreement to add seven new directors to the board of Dollar Tree, Inc.
- Advised Politan Capital Management, LP on its agreement with managed care company Centene Corporation, pursuant to which five new directors will join the company’s board.
- Advised Mithril II LP on its successful effort, together with M28 Capital, Population Health Partners, Polaris Partners and Adimab LLC, to add three directors to the classified board of biopharmaceutical company Adagio Therapeutics, Inc.
Cleary Gottlieb Steen & Hamilton
James Langston is a standout practitioner at Cleary Gottlieb Steen & Hamilton and has worked on multiple high-profile takeover defense matters. Langston’s recent experience includes advising a number of clients on activism defense and preparedness, including preparing poison pills and defense profiles. Francesca Odell‘s corporate governance expertise means she is able to focus on advising clients on general governance issues, which are often cross-border in nature. The firm’s global network means the group as a whole is well placed to work on shareholder activism matter for clients in Europe and Asia, a recent growth area of activity. All team members mentioned work out of the firm’s New York office.
James Langston; Francesca Odell
Bed Bath & Beyond
International Flavors & Fragrances
- Represented Bed Bath & Beyond Inc. in its entry into a negotiated cooperation agreement with Ryan Cohen and RC Ventures LLC (collectively RC Ventures).
- Represented Tempur Sealy International Inc. in connection with a duration shareholder rights plan and a dividend distribution of one right for each outstanding share of common stock.
- Represented Henry Schein, Inc. in general activism and takeover defense preparation.
Cravath, Swaine & Moore LLP utilises its team's familiarity with the playbook of key activist investors such as Corteva, Ancora, Corvex, Elliott, Starboard, Third Point, and ValueAct to successfully navigate campaigns when representing large conglomerates such as The Walt Disney Company. Co-head of the firm’s global M&A practice Robert Townsend focuses on all types of M&A, corporate governance matters and activist defense. The multi-disciplinary team works with clients from a diverse range of sectors such as including leisure, entertainment and gas. Mark Greene is a key practitioner and is head of the firm’s corporate department, alongside firm presiding partner Faiza Saeed, who recently led a case in which the group acted for Hasbro, Inc. in its successful proxy contest against Alta Fox Capital Management LLC.
Faiza Saeed; Mark Greene; Robert Townsend; George Schoen; Richard Hall
Other key lawyers:
The Walt Disney Company
- Represented Hasbro, Inc. in its successful proxy contest against Alta Fox Capital Management LLC.
- Represented The Walt Disney Company in its support agreement with Third Point LLC.
- Represented Southwest Gas Holdings, Inc. in its proxy fight and settlement agreement with, and its response to an unsolicited tender offer from Carl Icahn.
Based in New York, Freshfields Bruckhaus Deringer LLP is notable in its full-service offering, running the gamut of shareholder activism defense and preparation, including negotiations, navigating wolf-packs, settlement agreements and proxy fights with activists. Clients turn to the group for complex shareholder activism matters, a recent example of which was advising Euronav on its pending merger with Frontline Ltd, a reflection of the group’s abilities to handle complex activism matters in the context of contested M&A situations and cross border transactions. Ethan Klingsberg, who also co-leads the firm’s M&A department, leads the team alongside Elizabeth Bieber, who stands out for her ‘expert, relevant, timely, nuanced, and actionable’ advice. Another influential team member is Damien Zoubek who is also co-head of the firm’s M&A practice and specializes in matters arising from complex and contested transactions.
Ethan Klingsberg; Elizabeth Bieber
Other key lawyers:
‘Elizabeth Bieber provided advice that was always expert, relevant, timely, nuanced, and actionable. Elizabeth’s expertise resulted in a highly efficient and satisfactory result.’
‘I engaged Freshfields in a very complex shareholder activism matter. Freshfields’ name came up repeatedly as real experts when I asked colleagues for recommendations for counsel on this topic.’
- Advised Euronav on its pending $4.2 billion merger with Frontline Ltd. and on its successful defense against a proxy contest launched by Euronav shareholder Compagnie Maritime Belge (CMB) in opposition of the merger with Frontline.
- Assisted a number of companies with shareholder activism defense and preparation, such as negotiations with activists and related stakeholder engagement considerations.
Goodwin has a history of representing clients under threat from some of the largest activism funds globally, and defending major public companies against takeover bids. The team is headed by Joseph Johnson and Andrew Goodman between the firm’s Boston and New York offices. The duo are well supported at associate level by Katherine Hand, who is a frequent advisor to public companies and their boards of directors on shareholder activism and takeover defense. Sean Donahue has left the firm.
Joseph Johnson; Andrew Goodman
Other key lawyers:
American Outdoor Brands, Inc
KVH Industries, Inc.
Sensei Biotherapeutics, Inc.
WisdomTree Investments, Inc.
Paramount Group, Inc.
Rapid Micro Biosystems, Inc.
Yatra Online, Inc.
Citrix Systems Inc.
- Defended WisdomTree Investments, Inc. against a threatened proxy contest by Lion Point Capital and ETFS Securities.
- Represented Poshmark, Inc. in defending against an activism campaign by Kinesic Capital.
- Defended Paramount Group, Inc. against an unsolicited bid to purchase the company from Monarch Alternative Capital.
Hogan Lovells US LLP‘s ‘world class team‘ in Washington DC is comprised of dedicated activism practitioners alongside specialists in securities regulatory issues. Practice head Joseph Gilligan ‘has an exceptionally deep understanding of the complex legal and business issues associated with M&A and shareholder activism matters‘, Alan Dye utilizes his experience of working at the SEC to provide ‘outstanding advice on all matters related to shareholder activism, engagement and related strategy’, and John Beckman is another key name when it comes to advising public entities on shareholder interactions.
Other key lawyers:
John Beckman; Tiffany Posil; Alan Dye
‘To prepare for and defend against shareholder activism, there is no better resource than John Beckman.’
‘Joseph Gilligan has an exceptionally deep understanding of the complex legal and business issues associated with M&A and shareholder activism matters.’
‘World class team.’
‘Alan Dye has provided outstanding advice on all matters related to shareholder activism, engagement and related strategy. He has world-class credibility within the entire legal community as well as with the Securities and Exchange Commission – placing him in an exceptional position to advise issuers on related matters.’
Duke Realty Corporation
- Represented Duke Realty Corporation, a publicly listed leading U.S. industrial REIT, on its initial rejection of the $24 billion public takeover bid from Prologis Inc.
- Advising a NYSE-listed company on its activist defense plan.
- Advising various U.S. public companies on handling shareholder proposals.
Public companies as well as boards of directors targeted by activists and unsolicited corporate bidders are key clients for the team at Kirkland & Ellis LLP, based out of the firm’s New York office. The multidisciplinary team draws on expertise from many of the firm’s other areas of practice, including M&A, capital markets, ESG, litigation and restructuring, allowing clients to adapt their strategic and defense communication to important market players. Shaun Mathew, Daniel Wolf, and Sarkis Jebejian are among the standout team members whose individual strengths add to the team’s versatility - Mathew is a member of the firm’s crisis response practice group and is therefore well placed to assist clients with high-profile crisis situations including cyber-attacks and short-term activist attacks. An especially noteworthy recent matter of Mathew’s was advising Huntsman Corporation, together with Wolf, on its successful proxy contest defense against prominent activist Starboard Value LP.
Other key lawyers:
Shaun Mathew; Daniel Wolf; Sarkis Jebejian
Lee Enterprises, Incorporated Sylvamo
AIM ImmunoTech Inc.
Faraday Future Intelligent Electric Inc.
Cumulus Media Inc.
- Advised Huntsman Corporation on its successful proxy contest defense against activist Starboard Value LP.
- Advised Lee Enterprises, Incorporated on its successful hostile takeover and proxy contest defense against Alden Global Capital.
- Advised AIM ImmunoTech on its successful proxy contest defense against Jonathan Jorgl and other members of an activist group that sought to take control of AIM’s board of directors.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
Kleinberg, Kaplan, Wolff & Cohen, P.C. stands out for its track record in representing the funds industry, coupled with its investment management expertise and ability to act for both first time and seasoned activists. Christopher Davis leads the team out of New York, regularly advising US and international clients on shareholder activism, proxy contests and tender offers, utilizing notable M&A and hedge fund experience. A recent highlight for Davis representing Black Diamond Management Company, L.L.C. in its activist campaign to gain two seats on the Board of Directors of Consumer Portfolio Services.
Bandera Partners LLC
Esopus Creek Advisors LLC
Black Diamond Capital Management, L.L.C.
Nierenberg Investment Management Company, Inc.
The Sonic Fund II, L.P.
Varana Capital, LLC
- Represented Esopus Creek Advisors LLC in an activist matter involving SIGA Technologies, Inc., whose lead product tecovirimat was approved in January 2022.
- Advised Black Diamond Capital, L.L.C. on its successful activist campaign to secure two seats on the Board of Directors of Consumer Portfolio Services, Inc.
- Represented Nierenberg Investment Management Company, Inc. in its 13D filing against Potbelly Corporation.
The ‘incredibly responsive, collaborative’ practice at Latham & Watkins LLP is able to offer clients deep knowledge of activist funds and institutional investors. The group acts in a variety of matters, from proxy fights and board representation to engagement strategies and preventing unsolicited takeovers. Team members also demonstrate knowhow in navigating activist engagement while complying with legal and regulatory obligations. Josh Dubofsky in Silicon Valley is one of the leaders of the firm’s activism task force and provides activism and takeover planning and defense to dozens of public companies. He co-heads the team alongside Chicago-based Chris Drewry, who also advises public companies from small to large market cap on activism defense. The pair are well supported by Tiffany Campion in Chicago, who counts board members of public corporations among her client base, and Charles Ruck , who divides his time between New York and Orange County, who clients turn to for complex transactions and board-level advice within shareholder activism. Mark Gerstein retired in December 2022.
Josh Dubofsky; Chris Drewry
Other key lawyers:
Tiffany Campion; Charles Ruck
‘Incredibly responsive, collaborative and work incredibly well with other advisors.’
‘Chris Drewry was especially impactful.’
Mercury Systems, Inc.
Ceragon Networks Ltd
Motorcar Parts of America, Inc.
Sketchers U.S.A., Inc.
The Oncology Institute, Inc.
New Relic, Inc.
Mereo Biopharma Group plc
Galaxy Gaming, Inc.
Spectrum Pharmaceuticals, Inc.
Peloton Interactive, Inc.
Berry Global, Inc.
According to one client, Olshan Frome Wolosky LLP‘s dedicated practice in New York is ‘quite simply the best and most experienced when it comes to shareholder activism’. The group is highly active, having advised on a wide range of activist campaigns, and the work is often cross-border, with matters taking place across jurisdictions such as Japan, Ireland, Canada, China, and the British Virgin Islands.The ‘intellectually agile’ Andrew Freedman runs the team alongside vastly experienced founding partner Steve Wolosky. Of the ‘seasoned lawyers that are practical and knowledgeable about all aspects of a campaign’, a standout name is Elizabeth Gonzalez-Sussman, who often represents and provides strategic guidance to hedge funds and other large investors in shareholder activist situations. Kenneth Mantel is another key lawyer in the team and is instrumental in the group’s work representing the most prolific and prominent activists in the market such as Elliott Management. Ryan Nebel regularly advises shareholders in connection with their strategies and investments.
Andrew Freedman; Steve Wolosky
Other key lawyers:
Elizabeth Gonzalez-Sussman; Kenneth Mantel; Ryan Nebel
‘Olshan is, in my view, quite simply the best, most experienced firm when it comes to shareholder activism. You know when you go into a campaign that you have seasoned lawyers on your side that are practical and knowledgeable about all aspects of a campaign, and its likely evolution. Having that much experience in a very specific practice is invaluable.’
‘Andrew Freedman is pragmatic, incisive, and hard working. He is sharply focused on achieving the best outcome and intellectually agile in getting there which is incredibly important in a fast-moving activist campaign. He is able to quickly identify the hierarchy of outcomes and the best negotiation strategy for achieving those. he does not get stuck on winning small points for their own sake, but in winning materially the whole campaign.’
Ancora Advisors, LLC
Browning West LP
Elliott Investment Management L.P.
Engaged Capital LLC
Engine Capital LP
ETFS Capital Limited
Land & Buildings Investment Management, LLC
Legion Partners Asset Management, LLC
Lion Point Capital, LP
Macellum Advisors, LP
Marathon Partners Equity Management, LLC
MG Capital Management, Ltd
Outerbridge Capital Management, LLC
RCF Management L.L.C.
RC Ventures, LLC (Ryan Cohen)
Starboard Value LP
The Donerail Group LP
Third Point Management
Velan Capital, L.P.
- Advised Elliott Investment Management L.P. on all activist, governance related matters for its campaign and successful settlement at Duke Energy Corporation.
- Advised Chatham on its acquisition of R.R. Donnelley & Sons Company by deploying activist strategies, including the initiation of a lawsuit to level the playing field, navigating a multi-month bidding war, and financing the transaction without any due diligence, in order to be the successful acquirer.
Paul, Weiss, Rifkind, Wharton & Garrison LLP‘s practitioners are adept at defending public companies and their boards against attacks from activist hedge funds. These attacks and proxy fights are often high-profile and significant matters for some of the largest global companies, with the team recently advising McDonald’s in its successful proxy contest against Carl Icahn, which was an extremely large proxy fight victory in terms of market cap. Aside from activist defense, the versatile team’s skillset also includes assisting public companies when activists attempt to contest transactions. Scott Barshay, chairman of the corporate department, stands out for his work advising public companies and boards on fighting approaches from significant activist investors, while global co-head of the firm’s M&A practice Jeffrey Marell, has a strong track record as an activist defense attorney with a diverse practice defending public companies and their boards against attacks. . All named practitioners are based in New York.
Other key lawyers:
Jeffrey Marell; Robert Schumer; Krishna Veeraraghavan; Scott Barshay
Barnes & Noble
Red Robin Gourmet Burgers
One of the standout features of Ropes & Gray LLP‘s practice is its cross-disciplinary nature, with the group regularly operating in tandem with teams from the M&A, litigation, capital markets and corporate governance practices at the firm. Group head Jeffrey Katz, who works out of the firm’s Boston office, is also co-head of the firm’s special situations practice, and regularly assists clients with private and public activist campaigns and proxy contests. Emblematic of the group’s broader investor-side expertise, his recent work includes advising funds on how to bolster their defenses against activist campaigns by investors. New additions to the team include Jackie Cohen in New York, who joined from Weil, Gotshal & Manges LLP in November 2022 and has strengthened the team’s public company capabilities.
Other key lawyers:
Jackie Cohen; Paul Kinsella
United States Commodity Funds
Independent Trustees of Nuveen Floating Rate Income Fund
- Represented Radius Health in its $890 million take-private sale to Gurnet point Capital and Patient Square Capital, and in connection with its related proxy contest with Velan Capital and Repertoire Partners.
- Represented a publicly traded life sciences company in its engagement with a leading activist investor targeting the sector.
- Defending United States Oil Fund, its adviser United States Commodity Funds, and approximately a dozen individual defendants including the fund’s independent directors, in a class action lawsuit alleging 1933 Act claims arising out of the share price declines during the COVID-related oil market disruption in early 2020.
New York-based Schulte Roth & Zabel LLP‘s client base includes large and high-profile activist investors such as Trian Fund Management, L.P. and Elliott Management, offering a broad practice with experience in advising on areas such as campaign strategies and proxy rules, as well as cross-practice tax, antitrust, investment funds advice. Heading up the department are Eleazer Klein and Marc Weingarten, who are renowned for their expertise in activism, particularly when it comes to regulatory and transactional matters. Adriana Schwartz regularly represents clients in private investments in public and private companies, including private investments in public equity, which is also an area of particular strength for Klein. The group draws on the firm’s litigation practice to form a shareholder activism litigation practice group, of which Michael Swartz , who has a strong reputation for proxy contests for activists such as Engine No. 1 and Trian Fund Management, is co-chair.
Eleazer Klein; Marc Weingarten
Other key lawyers:
Michael Swartz; Adriana Schwartz
JANA Partners LLC
Corvex Management LP
Eminence Capital, LP
Engine No. 1
HG Vora Capital Management
D. E. Shaw & Co.
Saba Capital Management, L.P.
TCI Fund Management Limited
Trian Fund Management, L.P.
- Advised TCI Fund Management Limited in its campaign to refresh the Board, replace the CEO and advocate setting a low-carbon strategy at Canadian National Railway Company.
- Represented JANA Partners LLC in its campaign to compel Zendesk to make substantial changes, resulting in a sale of the company amidst settlement negotiations.
- Represented D. E. Shaw & Co. in its private engagement and settlement with FedEx Corporation, resulting in significant investor board representation and stronger dividends for all shareholders.
Sidley Austin LLP has a strong track record and market reputation in shareholder activism, both domestically and internationally, and is ‘full of skilled attorneys‘ who work on high profile activism matters for household name clients such as The New York Times Company. The team includes two specialist activism and takeover defense practitioners in Derek Zaba, who splits his time between Palo Alto and New York, and Kai Liekefett in New York, with the pair referred to as ‘great lawyers who have a very good practice representing public companies defending against activist investors’, and are well supported by Jessica Wood in New York, who has represented a wide range of public companies against shareholder activism. Leonard Wood in Houston was promoted to partner in January 2023, and is a key team member experienced in takeover defense, with specialist expertise in investor pressure connected to ESG issues.
Kai Liekefett; Derek Zaba
Other key lawyers:
Beth Berg; Jessica Wood, Leonard Wood
‘Full of skilled attorneys.’
‘Derek Zaba and Kai Liekefett are great lawyers who have a very good practice representing public companies defending against activist investors.’
‘Deep experience and leadership in area of activism defense. A practice singularly focused in this area and with partners who are respected in the industry.‘
The New York Times
Momentive Global Inc.
US Foods Holding Corporation
TreeHouse Foods, Inc.
Comtech Telecommunications Corp.
Quotient Technology Inc.
UBS Puerto Rico Family of Funds
Medallion Financial Corp.
International Flavors & Fragrances Inc.
- Representing The New York Times in its activism campaign defense against ValueAct Capital Partners.
- Represented Hasbro in its successful proxy contest against hedge fund Alta Fox.
- Represented Box in its successful proxy contest defense against Starboard Value, which was Starboard’s first defeat in a proxy contest in nearly a decade.
Skadden, Arps, Slate, Meagher & Flom LLP
The team at Skadden, Arps, Slate, Meagher & Flom LLP in New York act in large, high-profile deals and have a strong track record in proxy contests. Richard Grossman, whose strength lies in proxy contests, is the most active member of the team, and recently led the case representing R. R. Donnelley & Sons Company in its unsolicited, but subsequently agreed upon, acquisition by affiliates of Chatham Asset Management, LLC at an enterprise value of $2.3bn. A key part of the practice is unsolicited takeover proposals from activist investors and general takeover defense, with former practice head Stephen Arcano another name to note.
Other key lawyers:
Richard Grossman; Stephen Arcano
R. R. Donnelley & Sons Company
The experienced team at Vinson & Elkins LLP has broad capabilities across the space, with ' two partners who head the team, one whose past experience is on the defense side advising corporates, the other whose background is on the investor side advising activists’, with this dual expertise reflected in the work of practice co-heads Patrick Gadson , a specialist in activism defense, and Lawrence Elbaum, who focuses on advising investors and is noted for his ‘unsurpassed experience and knowledge, as well as great problem solving and dispute resolution skills.’ More broadly, clients for the group include the boards of public companies against an increasing wave of activism, and ‘they have unparalleled institutional knowledge and understanding of these situations and the complex, nuanced dynamics’, combining this with standout litigious expertise. Another key member of the team is senior associate Desiree Baca, who regularly advises public companies on proxy fights. All named practitioners are based in New York.
Lawrence Elbaum; Patrick Gadson
Other key lawyers:
‘A team of exceptional attorneys who understand their clients, are responsive and deliver outstanding results every time.’
‘Responsiveness, talented lawyers, and great human beings.’
‘Lawrence Elbaum’s calm, analytical demeanor coupled with astute business acumen disguised as an attorney makes him my preferred business confidant.’
‘Lawrence Elbaum’s business judgement and deal-making prowess allow him to balance legal requirements with commercial objectives. Uniquely, Lawrence doesn’t take advantage of client challenges but rather keeps in mind his clients’ long-term objectives. As such, Lawrence has built an industry-leading activist practice in my opinion. True to form, the practice has only thrived under Lawrence’s leadership.
‘Every good leader is supported by a strong team. Lawrence Elbaum’s supporting team includes talented lawyers.’
‘I enthusiastically endorse Lawrence Elbaum for his pristine track record of success, ethical leadership, and tireless efforts to solve client problems.’
‘Vinson & Elkins has one of the most experienced activist defense practices in the world. It is unique in that they have two partners who head the team, one whose past experience is on the defense side advising corporates, the other whose background is on the investor side advising activists. They have unparalleled institutional knowledge and understanding of these situations and the complex, nuanced dynamics.’
‘Lawrence Elbaum works well with clients and other advisors. He has unsurpassed experience and knowledge, as well as great problem solving and dispute resolution skills.’
Bassett Furniture Industries
Board of Directors of Republic First Bancorp, Inc.
California Resources Corporation
Codorus Valley Bancorp, Inc.
Consumer Portfolio Services, Inc.
Farmer Brothers Co.
Green Plains Inc.
Mereo BioPharma Group PLC
MiMedx Group, Inc.
Paycom Software, Inc.
Preferred Apartment Communities, Inc.
Primo Water Corporation
Special Committee of the Board of Directors of Adagio Therapeutics
Special Committee of the Board of Directors of Velodyne Lidar
Trecora Resources, Inc.
Turtle Beach Corporation
Verisk Analytics, Inc
Willkie Farr & Gallagher LLP‘s experience on the board side of activism matters allows it to advise clients on a diverse range of issues, including working with activist investors on strategic issues. The team, which operates from the firm’s New York office, is also formed of several practitioners with a background in different practice areas, including practice group leaders Robert B. Stebbins, Russell Leaf, and Tariq Mundiya, whose versatile practices add various expertise to the group: Mundiya is chair of the firm’s litigation department and is a go-to attorney for investigations and litigious matters including proxy contests; Leaf is co-chair of the firm’s corporate governance practice with former SEC employee Stebbins. The trio are well assisted by Jared Fertman, who is a go-to individual in the team for high-profile activist campaigns and often advises corporations looking at activist defense, recently representing Sarissa Capital Management in its engagement with Amarin Corporation.
Robert Stebbins; Russell Leaf; Tariq Mundiya
Other key lawyers:
Sarissa Capital Management
Third Point LLC
Xerox Holdings Corporation
Dong-A ST Co., Ltd.
New Mountain Vantage