Shareholder activism in United States
Cadwalader, Wickersham & Taft LLP's Richard Brand advised DE Shaw on its successful campaign to add four directors to the board of Bunge, and separately advised the same client on its investment in Lowe's. Brand also assisted Hudson Executive Capital with its campaign to get its managing partner on the board of Cardtronics. In addition to work for activist funds, Brand also advised the 9% owners of Destination Maternity on the replacement of four board members with their own majority-female slate. Elliott Management is another client, as is Pershing Square Capital Management.
Olshan Frome Wolosky LLP's practice co-chairs Steve Wolosky and Andrew Freedman advised Starboard Value on an activism campaign at Cars.com, and also advised the client on a campaign at Newell Brands, gaining the replacement of three quarters of the board in the wake of a previous settlement with Carl Icahn. Another key client is Elliott Management, which the team assisted with its campaign at QEP Resources, ejecting all of the members of the board aside from one. Other key highlights include advising Hill Path Capital on an activist campaign regarding SeaWorld Entertainment (the client's first activism campaign), and also advising three activist funds on a campaign to elect a new director at Avon Products. The team also handles M&A related activism, which recently included assisting Marathon Partners with its campaign to prevent J. Alexander from purchasing 99 Restaurants; the deal was subsequently terminated. In addition to activist funds work, Wolosky and Elizabeth Gonzalez-Sussman also advised the former executive chairman of Perry Ellis, who after a threatened proxy campaign purchased the company. Meagan Reda and Ryan Nebel were promoted to partner in 2019.
Schulte Roth & Zabel LLP is 'truly one of the top firms for shareholder activism; the best in the breed if litigation support is required'. Marc Weingarten ('the dean of the activism practice - smart, seasoned and has been through all aspects of activist investing') and the 'hardworking and creative' Aneliya Crawford advised Trian Fund Management on its successful campaign to appoint the manager's co-founder Ed Garden to the board of General Electric. Weingarten and Eleazer Klein ('whip-smart with quite a sense of humor; he helps his clients make thoughtful strategic decisions') advised JANA Partners on a successful campaign for board seats at Bristol-Myers Squibb. Klein also advised Cevian Capital on several campaigns in the manager's native Sweden, including initiatives at Ericsson and ABB. Further international contests include acting for Burford Capital Investment Management regarding its stake in Chinese car rental company eHi Car Services, and advising TCI Fund Management on a campaign to liquidate Altbaba, an investment company based on former internet giant Yahoo!'s stake in Alibaba. Other clients include Fir Tree Partners and SailingStone Capital Partners, which the team worked with on numerous campaigns in the energy space, and Canyon Capital Advisors, which Klein advised on a proxy contest at Navient Corporation. In addition to work for activist funds, Weingarten and Crawford advised Sports Direct on its campaign at Iconix Brand Group, securing two board seats in a cooperation agreement. The team also advised UBS, as financial advisor to Elliott Management, in relation to its campaign at NXP Semiconductors.
Willkie Farr & Gallagher LLP's Russell Leaf represented Carl Icahn in a successful proxy contest to halt a proposed merger of SandRidge Energy and Bonanza Creek, followed by a contest to take control of SandRidge. In addition, Tariq Mundiya acted for Third Point LLC in a proposed proxy contest for control of Nestlé, and also assisted the client with an engagement at Campbell Soup Company. Another key activist client is Elliot Management, which Maurice Lefkort recently advised on a proxy contest at Arconic; the settlement secured three seats for the manager and the removal of one existing board member as well as the company's re-domiciliation to Delaware.
Cleary Gottlieb Steen & Hamilton handles a range of work for well-known corporates against leading activist managers. Ethan Klingsberg and Pamela Marcogliese advised Lowe's on its defense of an activism campaign by DE Shaw and Pershing Square Capital Management; counsel Elizabeth Bieber was also involved in this mandate. Klingsberg, Marcogliese and Paul Tiger also advised Tiffany & Co on a settlement with JANA Partners. Additionally, Klingsberg and James Langston advised Akamai technologies on negotiations with Elliott Management. Joon Kim (who rejoined the firm from a position as US attorney for the southern district of New York) worked with Klingsberg and Langston for Hyundai Motor Corporation in its defense of an activist campaign brought by Elliott Management. Turning to work for candidates, Klingsberg, Tiger and Giovanni Prezioso acted for Broadcom's nominees in its proxy contest as part of its $123.1bn hostile offer for Qualcomm.
Latham & Watkins LLP regularly acts for company boards in the defense of activist campaigns. Mark Gerstein and Christopher Drewry in Chicago, and Scott Herlihy in Washington DC, advised Owens-Illinois on an activist campaign brought by Atlantic Investment Management. Gerstein and Michael Dillard in Houston advised QEP Resources on an investment in the company by Elliott Management. In Silicon Valley, Tad Freese and Josh Dubofsky acted for e.l.f. Beauty in its relations with Marathon Partners, while Dubofsky, Ruck, Mark Roerder and Alan Mendelson advised Mellanox Technologies on its relationship with Starboard Value. Other clients include Aratana Theraputics and Cars.com, the latter of which the team advised on an investment in Starboard Value by Drewery, Aslani Far and Gerstein. Other key figures include Dennis Craythorn and Adel Aslani-Far in New York, Peter Handrinos in Boston, and Patrick Pohlen in Silicon Valley, the last of whom advised Calix on a campaign brought by Voce Capital Management.
Paul, Weiss, Rifkind, Wharton & Garrison LLP's Scott Barshay and Steven Williams advised ADP on its victory over Pershing Square Capital Management, and also advised Barnes and Noble on a campaign brought by Sandell Asset Management. Further, Barshay and Williams advised Honeywell on a campaign brought by Third Point, and acted for Qualcomm in a campaign by Elliott Management to increase the company's sale price in its proposed sale to NXP Semiconductors. Also recommended are Adam Givertz and Ross Fieldston, who advised AmTrust Financial Services on a settlement with Carl Icahn.
At Goodwin, Joseph Johnson and Andrew Goodman in Boston acted for Monotype Imaging Holdings in its successful defense of a threat of a proxy campaign brought by Starboard Value, which resulted in the activist fund withdrawing its board nominees without a settlement agreement. The pair also advised Cedar Realty Trust on defending a campaign brought by Snow Park Capital Partners. Also recommended is Joseph Theis, who, acting alongside Goodman and Johnson, successfully defended Brightcove, in a proposed proxy contest brought by Tenzing Global.
At Hogan Lovells US LLP, Matt Thomson, David Bonser and John Beckman successfully defended QTS Realty Trust in a campaign launched by Land & Buildings to vote against its management and say-on-pay proposal. Paul Hilton, who divides his time between Denver and New York, is also recommended for shareholder activism matters.
Jones Day has a track record of success against leading activist investors. In the Atlanta office, Lizanne Thomas and Joel May advised Newell Brands on settling a proxy contest with Starboard Value, which aimed to replace Newell's entire board, just weeks after another campaign launched by Carl Icahn. James Dougherty in Cleveland also acts for well-known businesses in this space.
Kirkland & Ellis LLP's David Fox, Daniel Wolf and Shaun Mathew (the last of whom joined from Vinson & Elkins LLP) recently advised Avis Budget Group on a co-operation agreement with SRS Investment Management, terminating a two-month proxy contest. Mathew and Eric Schiele, who joined from Cravath, Swaine & Moore LLP, acted for Wynn Resorts in connection with a contest initiated by company founder Steve Wynn's ex-wife, who launched a withhold campaign against one director. Other clients include The Vitamin Shoppe, which the team advised on agreements with Shah Capital Management and Vintage Capital Management.
At Morgan, Lewis & Bockius LLP, practice head Keith Gottfried and Sean Donahue advised Alaska Communications on its defense of an activism campaign initiated by TAR Holdings, whose notice of director nominations was publicly rejected for its failure to comply with the company's by-laws. Gottfried also advised the special committee of the board of Perry Ellis on a threatened proxy contest brought by the company's founder; the situation resolved when the company approved a sale to founder at a 21.6% premium.
At Weil, Gotshal & Manges LLP, Washington DC-based Adé Heyliger advises well-known businesses on proxy fights with leading activist investors; his track record includes acting for Procter & Gamble in a contest with Trian Partners; following its success in that matter, Proctor & Gamble added Trian Partners' founder Nelson Peltz to the board.
Key names at Cravath, Swaine & Moore LLP include Robert Townsend and Keith Hallam, who advised Cincinnati Bell on its successful defense of a proxy campaign brought by GAMCO over three board seats. Also recommended are George Schoen and Ting Chen, who advised Avon Products on a nomination agreement with Barington Capital.
At Ropes & Gray LLP, Jane Goldstein and Jeffrey Katz in Boston advised the special committee of the board of DavidsTea on a proxy contest, in which the company's 46% owner aimed to replace the board. Turning to work for activists, Katz advised HG Vora on its investment in LaSalle Properties, gaining an increase from $30 to $37.8 a share on a bid for the company by Pebblebrook Hotel Trust.
At Vinson & Elkins LLP, Lawrence Elbaum advised Nutrisystem on the defense of a campaign brought by Legion Partners, which was subsequently withdrawn. Elbaum and Paul Tobias in Austin also advised Comscore on a campaign brought by Starboard Value. Understandably, the firm handles a number of energy-sector mandates, with Elbaum and Stephen Gill in Houston having represented Sandridge Energy in defense of a proxy fight brought by Carl Icahn. Other clients include Ultra Petroleum and Papa Murphy's, the latter of which the team advised on defense against a short attack by one fund and activist campaigns brought by two others. Kai Liekefett is now at Sidley Austin LLP.