Next Generation Partners: Advice To Boards

Next Generation Partners: Advice To Shareholders

Shareholder activism in United States

Akin

Akin‘s New York-based shareholder engagement practice merges the expertise of a dedicated team with the experience of lawyers across the firm in corporate law, investment management and litigation to advise leading activist investor funds on domestic and global matters, helping clients affect board composition and leadership without disrupting growth and progress. The practice is led by Douglas Rappaport, per one client ‘a joy to work with’, whose skillset spans activist investment advisory work regarding board seat solicitation, corporate governance contests, and public relations and shareholder communications as well as regulatory and compliance issues, all the while being a top-class litigator. Also prominent in the practice is Jason Koenig, who advises on shareholder activism with particular experience in the context of special situations and distressed transactions.


Practice head(s):

Doug Rappaport


Other key lawyers:

Jason Koenig


Testimonials

‘Experienced, respected, and move quickly’

‘Excellent, top notch Shareholder activism practice. One of the best in the industry.’

‘Doug Rappaport is an excellent, experienced lawyer. A joy to work with.’

Key clients

Mubadala Capital


Paine Schwartz Partners


Mill Rock Capital


ICV Partners


Mubadala


Princeton Equity Partners


TPG Angelo Gordon


AustralianSuper


HarbourView Equity Partners


Cerberus Capital


Goldman Sachs Asset Management


Excelsior Energy Capital


Yorktown Partners


Tailwater Capital


NGP Energy Capital


Vortus Investments


PetroCap


Invesco


Vista Credit Partners


Kennedy Lewis Investment Management


General Atlantic


Princeton Equity Group


Work highlights


  • Advised Mubadala Capital and its portfolio company TruFood Manufacturing in a combination with Bar Bakers, LLC.
  • Advised Princeton Medspa Partners, a portfolio company of longtime client Princeton Equity Group, on a preferred equity minority investment.
  • Advised AustralianSuper in its investment in Race Communications, a telecommunications company and leading provider of fiber Internet in California, among other markets.

Cadwalader, Wickersham & Taft LLP

A full-service firm with a dedicated shareholder activism team, Cadwalader, Wickersham & Taft LLP‘s practice has an experienced and deep bench with a track record of success working with prominent activist investors on market-shaping deals. The practice is led by corporate group co-chair William Mills, whose range of expertise covers shareholder activist campaigns, proxy contests, tender offers and fiduciary governance issues for clients ranging from large funds and investment banks to distressed companies and assets. Stephen Fraidin is a leading specialist in the context of hostile M&A, hedge fund activism and SPACs, and Gregory Patti works on governance and securities matters as well as in cross-border corporate transactions, representing SPACs as well as public and private acquirors. Daniel Raglan is a prominent transactional lawyer in the software, data, and analytics industries. Richard Brand left the firm in February 2025. All attorneys based in New York.

Practice head(s):

William Mills


Other key lawyers:

Stephen Fraidin; Gregory Patti; Daniel Raglan


Work highlights


Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton‘s New York-based shareholder activism practice is skilled in both reacting to and preparing for shareholder activist campaigns, leading on proxy contests and takeover defense in addition to guiding clients through the ever-changing range of demands made by activist groups concerning changes in governance, board structure and composition, as well as providing advice on new activist tactics. The practice co-chairs are Kyle Harris, who focuses primarily activist campaign defense and preparation and is valued by clients in the consumer products, healthcare, industrials and TMT industries, and the highly experienced Paul Shim, who specializes in corporate governance matters. Francesca Odell leads on succession management, complex ESG governance issues, and shareholder engagement and proposals.

Practice head(s):

Kyle Harris; Paul Shim


Other key lawyers:

Francesca Odell


Work highlights


Cooley LLP

Cooley LLP‘s shareholder activism practice is an established presence for clients in the life sciences and pharmaceutical industries, advising established and next-generation public companies on challenges faced by activist investors, including poison pills, proxy contests, board nominations and unsolicited takeover offers. Bill Roegge leads the department, managing shareholders and reacting to activist campaigns for clients in the contexts of large cross-border corporate transactions and ventures, specializing in proxy contest defense. Also in New York, Kevin Cooper excels in activist campaign preparation all while working on high-profile M&A deals, and San Francisco’s Jamie Leigh advises boards and committees on strategic matters.

Practice head(s):

Bill Roegge; Jamie Leigh


Other key lawyers:

Kevin Cooper


Cravath, Swaine & Moore LLP

A central part of the firm’s M&A capabilities, Cravath, Swaine & Moore LLP‘s shareholder activism practice has experience dealing with all of the major activist groups, with an interdisciplinary practice that can equally prepare boards for future challenges and react to a settlement or a proxy fight. Advising public companies, boards of directors and special committees alike, the team is led by co-chairs Robert Townsend III, an activism preparation specialist, and Faiza Saeed, who leads on hostile takeover attempts and proxy contests. Leading junior partners are Daniel Cerqueira and Andrew Wark, who lead on co-operation agreements, shareholder rights plan adoptions and reaction to unsolicited tender offers, as well as proxy contests. All attorneys based in New York.

Practice head(s):

Robert Townsend; Faiza Saeed


Other key lawyers:

Daniel Cerqueira; Andrew Wark


Work highlights


Kirkland & Ellis LLP

Based in New York, Kirkland & Ellis LLP‘s shareholder activism team is a pioneer and a thought-leader in providing advice and counsel to boards facing challenges from activist groups. Leveraging a unique combination of both a dedicated shareholder activism team and a world-leading M&A department, the team acts through the paradigm of providing clients with innovative and practical solutions for all their strategic goals and interests, rather than viewing proxy fights in isolation. Shaun Mathew leads in his response and counsel regarding live proxy fights, short attacks, ambushes, poison pills and hostile total takeover attempts by the most prominent activist groups in the most complex and difficult of matters and establishing new field-wide precedents. The practice also stars Evan Johnson, who marshals his unique experience of the dynamics at play in closed-end situations to act decisively on a broad range of concerns that boards face, and M&A expert Daniel Wolf, who specializes in the largest cross-border and contested transactions.

Practice head(s):

Shaun Mathew


Other key lawyers:

Evan Johnson; Daniel Wolf


Work highlights


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

The investor activism practice at Kleinberg, Kaplan, Wolff & Cohen, P.C. works with clients through all stages of an activist campaign, with experience ranging from cooperative agreements between boards and shareholders to proxy contests and takeover attempts, working with clients ranging from the largest and most established activist funds to first-time activists. Working out of New York, Chair Christopher Davis leads on domestic and cross-border matters for major clients on all forms of shareholder activism, specializing on proxy contests and tender offers.

Practice head(s):

Christoper Davis


Work highlights


Latham & Watkins LLP

Latham & Watkins LLP’s shareholder activism team continues to lead the field. Taking a unique approach in delivering services for clients, the firm’s services are multidisciplinary in scope, with a range of lawyers across the firm with unique experiences excelling in activism defense, insurance counseling, public company representation, litigation, and M&A. Team leader Josh Dubofsky, based in Silicon Valley, specializes in advising market-leading companies on activism and takeover defense, strategic transactions, corporate governance, and shareholder engagement, and his unrivalled experience dealing with the largest activist groups in high-stakes engagements makes him a recognized authority in the field. Dubowsky is joined by Chicago’s Christopher R. Drewry, acknowledged for both his skill in all forms of counsel and his understanding of the field’s new developments, and Orange County’s Charles Ruck, whose cross-border expertise covers advice for clients ranging from the largest firms to the smallest from the most notorious activist funds. Another key figure is Chicago’s Tiffany Campion, an expert in preparing boards for all forms of shareholder activism.

Practice head(s):

Josh Dubofsky


Other key lawyers:

Christopher R. Drewry; Charles Ruck; Tiffany Campion


Work highlights


Olshan Frome Wolosky LLP

Remaining at the summit of the shareholder activism field, Olshan Frome Wolosky LLP‘s New York-based dedicated practice leads some of the largest and most innovative campaigns for the most prominent activist funds, helping to strengthen board accountability and increase trust in corporate governance across a wide array of industries and drives trends in the wider activist field. The practice’s attorneys combine a range of approaches in order to advise shareholders, covering activist, governance-related, and company negotiations during campaigns. The department is led by Andrew Freedman, a preeminent figure in the shareholder activism field who is experienced in working with both the largest activist funds and smaller, newly-launched activist investment funds in high-stakes, cross-border proxy contests, achieving many precedent-setting victories, and Ryan Nebel, who focuses on shareholder engagement as well as withhold campaigns, consent solicitations and settlement negotiations in the context of corporate transactions. The group can also mobilize the talents of the highly experienced Chair emeritus Steve Wolosky, a proxy contest and hostile takeover specialist, and other leading partners are Meagan Reda, Kenneth Mantel, and Rebecca Van Derlaske.

Practice head(s):

Andrew Freedman; Ryan Nebel


Other key lawyers:

Steve Wolosky; Meagan Reda; Kenneth Mantel; Rebecca Van Derlaske


Testimonials

‘Olshan continue to have the greatest depth of experience in activism, the best sense of the market and a nuance sense of situational dynamics. The team is able to see around corners and acts for us as much as strategic counselor beyond their legal capabilities.’

‘Steve Wolosky remains a world-class expert in the field whose knowledge of the activism space stretches decades and all different types of situations in different industries, geographies and sizes of companies.’

‘I have worked closely with Steve Wolosky and Ken Mantel and think highly of them and their firm. The firm has deep knowledge of shareholder activism and consistently offers creative and practical solutions. I view the Olshan firm to be best in class when it comes to shareholder activism representation.’

‘Steve Wolosky is the dean of the shareholder activism bar; he has a deep understanding of the practice area and widely regarded as the preeminent practitioner in the field.’

‘Ken Mantel is technically gifted and somebody who is definitely on the rise in the shareholder activism practice area.’

Work highlights


Paul Hastings LLP

Paul Hastings LLP‘s shareholder activism practice is valued by clients across a range of industries for its depth of experience and strategic insight into all of the challenges boards are faced by shareholder activists, including both reaction to campaigns and preparation. The department is led by co-chairs Sean Donahue (New York and Washington DC), an all-round specialist dedicated to all forms of public company board preparation and activist campaign defense including late-stage proxy fights and ‘vote no’ campaigns, and New York’s Eduardo Gallardo, a field-leader in hostile takeover defense and other corporate control contests with a track record of success for some of the largest public companies in the nation. Andrew Goodman (Boston and New York) is particularly valued by clients in the life sciences, healthcare, and technology industries for his skills and experience in both shareholder activism defense and corporate governance matters.

Practice head(s):

Sean Donohue


Other key lawyers:

Eduardo Gallardo; Andrew Goodman


Testimonials

‘Sean Donahue is what makes the team unique. I work with dozens of law firms and have in house lawyers as well. Sean is truly unique. He is very smart, very responsive and practical. Sean is the superstar that makes Paul Hastings unique in my opinion.’

‘Paul Hastings is the only firm that I work with where I don’t have to clean up their work. The work product that they deliver is consistently flawless.’

‘Sean Donahue is practical, available, responsive, strategic.’

‘I have worked with all of the other sector leaders and am in the process of consolidating everything under Paul Hastings for a reason.’

‘It will be hard for other firms to match or beat the level of care this firm has given our project. I highly recommend Paul Hastings.’

‘Sean Donahue has been instrumental in our plans. He is very thorough and knowledgeable in this space. He has been very helpful and hands on to ensure we are always in compliance.’

Work highlights


Paul, Weiss, Rifkind, Wharton & Garrison LLP

With a consistent track record of success against the largest activist groups, Paul, Weiss, Rifkind, Wharton & Garrison LLP‘s shareholder activist practice know every move in the activist fund repertoire, excelling in offering proactive advice to boards facing takeover attempts and proxy battles, as well as on strategic risk management, SEC compliance and fiduciary practice. The department is led by Scott A. Barshay, widely regarded as one of the most talented lawyers of his generation, who excels in every facet a board could be advised on and handles a broad and complex workload for some of the largest public companies to have been faced with challenges from shareholder activists. The diverse skillset of the practice is illustrated by the presences of James Langston and Kyle Seifried, experts in hostile takeover defense and preparedness, and Krishna Veeraraghavan, who advises boards on the full range of corporate governance matters. All attorneys based out of New York.


Practice head(s):

Scott A. Barshay


Other key lawyers:

James Langston; Kyle Seifried; Krishna Veeraraghavan


Work highlights


Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP‘s New York-based shareholder activism practice continues to stand out in the field. With a near-unrivalled depth of talent and expertise in the investment funds and securities space, the team has a track record of working on the most complex and demanding activist campaigns with the some of the largest and most prominent clients in the area, on matters ranging from those commonly seen on campaigns to those unfamiliar to traditional activism counsel. Furthermore, the depth and diversity of experience on the team is a key strength; practice leaders Eleazer Klein is an expert in proxy contests and hostile takeover attempts as well as on regulatory issues facing activists, and he is joined by Marc Weingarten, whose practice encompasses shareholder activism alongside transaction counsel and securities law. Sean Brownridge employs his considerable experience advising both shareholders and corporations on activist matters to provide a unique advisory perspective, and Brandon Gold leads on matters for clients ranging from established, high-profile investors to labor unions.

Practice head(s):

Eleazer Klein; Marc Weingarten


Other key lawyers:

Sean Brownridge; Brandon Gold


Testimonials

‘Simply the best, most sophisticated, legal team representing activists. These lawyers have experienced almost every situation in the activist sphere.’

‘Ele Klein is whip-smart, detail oriented and pragmatic. Newly elected partner Brandon Gold has been so reliable in his calm advice. Sean Brownridge brings knowledge from his corporate defense work to deals with complex issues and challenging clients.’

‘Exceptional knowledge of the exceptions-to-the-exceptions and a first-class client roster make this team unique.’

Work highlights


Sidley Austin LLP

Sidley Austin LLP‘s shareholder activism team is widely renowned as a market-leader. Central to some of the legal world’s largest and most prominent conflicts, the team boasts a record of success spanning takeover attempts, proxy fights and litigation across a huge range of industries. Boasting a top-level dedicated shareholder activism practice and the skills of deep M&A team, the department is led by New York’s Kai Liekefett, recognized widely for his breadth of expertise and for the quantity of top-level, high-profile clients he has served especially in late-stage proxy fights. He is joined from Palo Alto by co-leader Derek Zaba, who excels in the role of outside counsel to assist and provide outside counsel to firms who are already represented, and from Chicago by the highly experienced Beth Berg, whose expertise covers acquisitions, spinoffs, corporate governance, SEC disclosure matters and unsolicited tender offers/takeover defense. Other prominent partners include Boston’s Leonard Wood, an expert in deal with investor pressure regarding ESG issues, and New York’s Jessica Wood and Reuben Zaramian.

Practice head(s):

Kai E. Liekefett; Derek Zaba


Other key lawyers:

Beth E. Berg; Jessica Wood; Reuben Zaramian


Testimonials

‘Kai Liekefett is the name at Sidley. He has developed the space there. Smart and capable.’

Work highlights


Skadden, Arps, Slate, Meagher & Flom LLP

The practical experience of Skadden, Arps, Slate, Meagher & Flom LLP’s shareholder activism practice makes the firm desired by all firms facing a range of concerns from activist funds. The team was strengthened immensely by the arrival of the highly regarded team leader Elizabeth R. Gonzalez-Sussman, whose extensive experience on both sides of the shareholder activism table gives her and the department unique ability to support and defend clients, and she co-leads the group with the experienced Richard J. Grossman, an activist campaign defense and preparation specialist. Assisting Gonzalez-Sussman is Stephen F. Arcano, a veteran of many high-profile proxy battles and takeover attempts, and is valued by companies, boards of directors, board committees and financial institutions for his breadth of skills and knowledge. A junior partner to watch is Demetrius A. Warrick, who has advised top clients in designing and implementing shareholder rights plans and other corporate protective measures. All attorneys based in New York.

Practice head(s):

Elizabeth R. Gonzalez-Sussman; Richard A. Grossman


Other key lawyers:

Stephen F. Arcano; Demetrius A. Warrick


Work highlights


Vinson & Elkins LLP

Vinson & Elkins LLP ‘s shareholder activism services excels by leveraging the firm’s world-leading corporate, securities and litigation departments to provide a multifaceted and complete service to clients. Moreover, V&E’s Shareholder Activism practice has also pioneered a market-leading specialty in recovering activism preparation and defense costs from its clients’ D&O insurance carriers, setting them apart from competitors. the team is co-chaired from New York by Lawrence Elbaum and Patrick Gadson, who offer a diverse array of skills to clients – Elbaum’s expertise covers proxy fights, merger contests and consent solicitations excelling particularly in corporate governance “Withhold the Vote” or “Vote No” campaigns, precatory proposals and short attacks, while Gadson advises boards competitive proxy solicitations and strategic investor relations. Beyond the leaders, V&E’s deep team of associates includes New York’s John Johnstone, Desiree Baca, Anita Balasubramanian, and Houston’s Brett Peace, Delery Perret, and Nina Bhatia.

Practice head(s):

Lawrence Elbaum; Patrick Gadson


Other key lawyers:

John Johnstone; Desiree Baca; Anita Balasubramanian; Brett Peace; Delery Perret; Nina Bhatia.


Testimonials

‘When the wine glass spills, my first call is Lawrence Elbaum. His calm, analytical demeanor coupled with astute business acumen disguised as an attorney makes him my preferred business confidant.’

‘Solid, practical and knowledgeable.’

‘Lawrence Elbaum is the name here and he is very good and practical.’

Work highlights


Wachtell, Lipton, Rosen & Katz

Wachtell, Lipton, Rosen & Katz‘s New York practice is a leading defender of shareholder activism, providing service to clients across a broad range of industries, with many of the firm’s deals having billions of dollars at stake. The firm’s approach to the shareholder activist defense stakes out a unique position, maintaining a ratio of associates to partners significantly below that of other firms, focusing on matters that require the attention, extensive experience and sophistication of their partners, emphasizing quality over quantity. Practice leader Elina Tetelbaum takes charge of the practice, with her expertise covering both proxy fights and counselling on corporate governance issues and crisis management, with experience against the largest and most prominent activist investor funds. The highly experienced David Katz is involved in both domestic and international M&A, buyout transactions, and complex public and private offerings, integrating shareholder activism into a broader transactional service, and Adam Emmerich specializes in hostile takeover defense and contested acquisition matters.

Practice head(s):

Elina Tetelbaum


Other key lawyers:

David Katz; Adam Emmerich


Work highlights


Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP‘s multidisciplinary shareholder activism practice brings a diverse range of experiences and skillsets to some of the busiest activist groups, advising on proxy contests, board cooperation agreements, and stock repurchasing to name just a few of the team’s capabilities. The practice leaders are key points of contact for hedge funds and corporations alike, displaying a broad array of areas of expertise. Tariq Mundiya leads on litigation matters, highly experienced in both securities and corporate litigation as well as litigation arising from M&A and other major corporate transactions, focusing additionally on internal investigations. Russell Leaf synthesizes his experience advising boards of directors to assist activist shareholders on proxy contests, takeover attempts, and board restructuring, and Jared Fertman has worked with some of the most high-profile investor funds, assisting with all facets of activist campaigns. All attorneys based out of New York.

Practice head(s):

Russell Leaf; Tariq Mundiya


Other key lawyers:

Jared Fertman


Work highlights