Next Generation Partners: Advice To Shareholders

Shareholder activism in United States

Akin

Akin‘s offering in shareholder activism stands out for its breadth of expertise, being valued by clients for regulatory advice on activist campaigns, as well as the tax and corporate law aspects of matters. Clients include prominent domestic investors and the team’s recent workload has covered unseating recalcitrant directors and removing entrenched management, among other intricacies. Litigator Douglas Rappaport leads the department and draws on his regulatory and compliance expertise in assisting investment fund clients. Jason Koenig is the other key contact to note, a corporate partner who covers private equity transactions, M&A and shareholder activism. Both named lawyers are based in New York.


Practice head(s):

Douglas Rappaport


Other key lawyers:

Jason Koenig


Key clients

Antara Capital LP


Baker Brothers Investments


Corvex Management


The Donerail Group


Hannover Holdings S.A.


Kennedy Lewis Investment Management


Scopia Capital


Work highlights


  • Advised Corvex Management LP on its cooperation agreement with MDU Resources Group.
  • Advised The Donerail Group on its activist investment and campaign in Turtle Beach.
  • Advised Baker Brothers Investments on Pfizer’s $43bn definitive merger agreement to acquire Seagen.

Cadwalader, Wickersham & Taft LLP

A host of prolific activist investors look to Cadwalader, Wickersham & Taft LLP‘s New York-based team for advice on their high-profile campaigns, with recent work including a number of successful campaigns for the replacement of a CEO at a major company. While its strongest and most highly populated offering is in advice to shareholders, the firm is one of very few to also advise on the board side in this area; young partners Daniel Raglan and Kiran Kadekar are the names to note on that front. Department head Richard Brand co-chairs the wider corporate law team with William Mills and is a longstanding advisor to public companies, hedge funds, private equity firms and investment banks on shareholder activism and defense. The team was also bolstered by the hire of Michael Pinnisi from an in-house position in January 2023; he is a veteran of the practice area, having handled proxy contest litigation at Hudson Executive Capital.

Practice head(s):

Richard Brand; William Mills


Other key lawyers:

Daniel Raglan; Kiran Kadekar; Michael Pinnisi


Key clients

Discerene Group


Politan Capital Management


Pura Vida Investments


Soroban Capital Partners


Sphinx Investment Corp.


SRS Investment Management


Veris Residential Inc.


Work highlights


  • Advised Politan Capital Management on its proxy contest with Masimo.
  • Advised Soroban Capital Partners on its effort to replace Union Pacific CEO Lance Fritz with railroad industry veteran Jim Vena.
  • Advised Veris Residential on an approximately $4.3bn unsolicited takeover bid by Kushner Companies.

Cleary Gottlieb Steen & Hamilton

National and international companies across various industries find Cleary Gottlieb Steen & Hamilton a reliable choice of counsel when responding to shareholder activists and proxy contests. Activism preparedness advice has been a key area of focus, particularly since the start of the Covid pandemic, and the team assists with a variety of governance change demands. James Langston spearheads the shareholder activism group, with considerable experience in multiple high-profile takeover defense matters. Francesca Odell, head of the corporate advisory practice, is a further senior figure to note. More junior partner Kyle Harris is gaining experience acting for prominent clients from a breadth of industries facing hostile situations. All named lawyers are based in New York.

Practice head(s):

James Langston; Francesca Odell


Other key lawyers:

Kyle Harris


Key clients

Solvay


Assured Guaranty


GeoPark: Limited


JELD-WEN Holding


LivaNova


Work highlights


  • Provided Assured Guaranty with governance and activism preparedness advice in response to a short-sale activism by David Einhorn’s Greenlight Capital.
  • Representing GeoPark in addressing Gerald O’Shaughnessy’s challenge for the removal of incumbent members of the board of directors.
  • Advising JELD-WEN Holding on various enhancements to its existing governance profile.

Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP is an experienced name for advising boards of directors and executive management under threat from shareholder activism. The group is adept at giving preventative advice to protect against activist attacks, and when campaigns take place the team has strength both in settlements and proxy fights. The practice has historically acted for some of the largest global corporations in a spread of sectors, including recently acting for Disney in a proxy contest. Robert Townsend is the leading figure in the New York-based practice and focuses on activist defense as well as M&A and general corporate governance. He is supported by more junior partner Daniel Cerqueira, whose practice has a similar breadth of expertise across corporate and M&A. Other notable contacts are presiding partner Faiza Saeed; corporate head Mark Greene; George Schoen, who co-leads the global M&A practice with Townsend; and EMEA M&A practice head Richard Hall.

Practice head(s):

Faiza Saeed; Mark Greene; Robert Townsend; George Schoen; Richard Hall


Other key lawyers:

Daniel Cerqueira


Key clients

Frontier Communications


Illumina


Pitney Bowes


ViewRay


The Walt Disney Company


Work highlights


  • Represented Disney in its successful proxy contest with Trian Fund.
  • Represented Illumina in its proxy contest against Carl Icahn.
  • Advised ViewRay on its cooperation agreement with Hudson Executive Capital.

Freshfields Bruckhaus Deringer LLP

The New York-based team at Freshfields Bruckhaus Deringer LLP has broad experience across all aspects of shareholder activism defense and preparation, from negotiations and settlement agreements, to poison pills and navigating wolf packs. Department co-head Elizabeth Bieber focuses her practice on activism and takeover defense preparedness and corporate governance matters. Leading the team alongside her is Ethan Klingsberg, who also co-heads the firm’s broader corporate and M&A offering. Damien Zoubek is familiar with shareholder activism defense scenarios across different industries, and Sebastian Fain is another key contact who regularly counsels management and boards of directors.

Practice head(s):

Ethan Klingsberg; Elizabeth Bieber


Other key lawyers:

Damien Zoubek; Sebastian Fain


Work highlights


Goodwin

Practitioners at Goodwin‘s Boston office have extensive experience in designing strategies to protect public companies across a plethora of industries and of varying sizes from activist action and hostile takeover bids. Its recent caseload has included defense against some of the largest activists funds. The practice is jointly led by Andrew Goodman, whose corporate governance practice is strong on change in control transactions and shareholder activism, and Joseph Johnson, who has a notable track record in advising public companies. Katherine Hand adds robust support.

Practice head(s):

Joseph Johnson; Andrew Goodman


Other key lawyers:

Katherine Hand


Testimonials

‘Any company would be well advised to have Goodwin in their corner.’

‘Joe Johnson and Andrew Goodman are rockstar partners. I would want them in my corner for any potentially adverse shareholder matter – they are cool, calm and battle-tested and fierce protectors of their clients.’

Key clients

Ritchie Bros Auctioneers, Incorporated


WisdomTree Investments, Inc


Anika Theraputics


Mimecast


Rapid Micro Biosystems, Inc


KVH Industries


First Real Estate Investment Trust of New Jersey, Inc


Entravision


Yatra Online


Work highlights


Kirkland & Ellis LLP

The New York office of Kirkland & Ellis LLP houses a shareholder activism and hostile takeover defense team that is well regarded for handling some of the most complex and high-profile matters in the US market. The firm draws on its wider strength across related departments in M&A, capital markets, ESG, litigation and restructuring to provide strategic advice to prevent costly proxy fights. However, the team is experienced when those contests do arise and has been one of the firms at the forefront of contests under the SEC’s new universal proxy rules. Shaun Mathew is ‘efficient, thoughtful, creative and aggressive‘ in his counsel to a range of well-known companies and board members, with Sarkis Jebejian being another key figure to note. Eric Schiele and Daniel Wolf are particular strong in matters arising from M&A.

Other key lawyers:

Shaun Mathew; Sarkis Jebejian; Eric Schiele; Daniel Wolf


Testimonials

‘K&E always think two or three steps ahead of the opposition (including competitors). They are creative, but not so creative as to jeopardize the client’s ultimate goal. At most corporate law firms, I have noticed a big drop-off in talent under the main partner – not at K&E, where there is top-notch advice and talent from head partner to first-year associate.’

‘Shaun Mathew has exceptional skills as a lawyer, but also provides exceptional advice as a deal practitioner. I have been handling M&A and activism for 30-plus years and would rank Shaun in my top 5 of all time.’

‘Brainy and creative, the Kirkland shareholder activism team has no equals.’

‘Shaun Mathew is efficient, thoughtful, creative and aggressive.’

‘Cohesive group of the most experienced and commercial lawyers I work with.’

‘Unmatched activism and special situations team that perfectly complements one of the deepest and broadest M&A teams of any global law firm.’

‘Daniel Wolf and Shaun Mathew are extremely battle tested and deeply experienced and aggressive defenders of clients facing a variety of complex, bet-the-company situations like M&A, hostile takeovers, activist shareholders, proxy fights, short attacks and other multi-faceted, multi-stakeholder situations. Truly best in class.’

Key clients

AIM ImmunoTech Inc.


Clear Channel Outdoor Holdings, Inc.


Constellation Brands, Inc.


CURO Group Holdings Corp.


Daseke, Inc.


Eli Lilly & Company


El Pollo Loco Holdings, Inc.


Hanesbrands Inc.


Heron Therapeutics, Inc.


Mueller Water Products


ONEOK, Inc.


Six Flags Entertainment Corporation


Sylvamo


Thoma Bravo


Venator Materials Plc


Vince McMahon


Vista Equity Partners


Wyndham Hotels & Resorts


Work highlights


  • Advised Vince McMahon on actions in support of a plan for WWE to undertake a review of strategic alternatives, including the election by written consent to the WWE Board of Mr. McMahon and two other individuals.
  • Advised AIM ImmunoTech on an attempted proxy contest under the SEC’s new universal proxy rules, which developed to litigation at the Delaware Chancery Court.
  • Advising Wyndham Hotels & Resorts in response to the pending hostile takeover bid and threatened proxy contest from Choice Hotels International.

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

Concentrating on advice to shareholders, Kleinberg, Kaplan, Wolff & Cohen, P.C.‘s investor activism group is chaired by Christopher Davis in New York and is well versed in advising on activist campaigns at every point of the spectrum, from constructive negotiation to highly contested litigation. The firm’s client base covers established activists as well as first-time entrants in the area, and Davis is counsel to both domestic and international activist funds.

Practice head(s):

Christopher Davis


Testimonials

‘Accessible, knowledgeable, good judgment.’

‘Diverse background produces different perspectives. Great pedigree at an affordable price.’

Key clients

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.


Mangrove Partners


Varana Capital, LLC


Bandera Partners LLC


Esopus Creek Advisors LLC


JAT Capital Management, LP


Work highlights


  • Advised The Lind Partners on its letter to the board of ReWalk Robotics regarding its low stock price and other conditions.
  • Advised Michael King on his engagement with Charlie’s Holdings, and his settlement with the company.

Latham & Watkins LLP

Latham & Watkins LLP‘s offering to boards on shareholder activism continues to impress, and was strengthened further in March 2023 with the hire of Ian Nussbaum to its New York office from Cooley LLP. He joined a practice that has extensive experience supporting public companies at every stage of activism planning, proxy contest defense, and activism campaigns. The team is well versed in facing the major activist funds in the US and pools knowledge from its experts in insurance counseling, public company representation, litigation, ESG, and M&A. Chris Drewry (Chicago) is, along with Nussbaum, praised for showing ‘incredible judgment‘; he co-leads the department with Josh Dubofsky (Silicon Valley and New York), whose broad transactional practice includes substantial corporate governance and shareholder activism counsel. Tiffany Campion (Chicago) is a key contact for takeover defense work, leading that sub-group, and Michele Anderson (Washington, DC) is an expert on SEC regulation.

Practice head(s):

Chris Drewry; Josh Dubofsky


Other key lawyers:

Ian Nussbaum; Michele Anderson; Tiffany Campion


Testimonials

‘The shareholder activism team at Latham is unmatched in my view. The level of thoughtfulness, strategy and insight they were able to provide would be difficult to exceed. Not only did they deliver a well-thought-out strategy, they picked up on small nuances that ended up making a significant impact for us. At every turn of the process, they were accessible 24/7 and although we were a smaller client, it felt as if we were the most important case they were supporting.’

‘The team at Latham is incredibly well connected and can move mountains when called upon to do so. Cannot recommend them highly enough.’

‘Chris Drewry and Ian Nussbaum embody everything about the outstanding service from Latham. They were highly engaged, supportive, strategic and thoughtful about our engagement. Chris and Ian have incredible judgment and balance a thoughtful, conservative approach with selective aggressiveness when called for. Strongest possible recommendation for Chris and Ian collectively and personally.’

‘Latham is synonymous with best-in-class legal advice and corporate counsel – the best of the best.’

‘Chris Drewry and Josh Dubofsky are smart, poised, deeply experienced, classy and deep protectors of their clients’ best interests in complex, fast-paced, multi-party, high-profile matters.’

Key clients

IHS Holding Limited


Abcam plc


Mind Medicine


MarketWise, Inc.


IAA, Inc.


Sculptor Capital Management


Seven & i Holdings Co., Ltd.


Syneos


Berry Global, Inc.


Kohl’s Corporation


Mercury Systems


Atea Pharmaceuticals, Inc.


Shift Technologies, Inc.


Shift4 Payments, LLC


Harmony Biosciences Holdings, Inc.


Praxis Precision Medicines, Inc.


Green Plains Inc.


Zevra Therapeutics, Inc.


Treace Medical Concepts, Inc.


Hippo Holdings


Work highlights


Olshan Frome Wolosky LLP

Olshan Frome Wolosky LLP continues to be a standout firm for shareholder activism, routinely serving as counsel to the most prominent investors in the market and involved both in complex matters and in a high volume of mandates. The department is a veteran of all types of activist campaigns, including cross-border work, advising on strategy and campaign management for clients navigating myriad issues. The versatile team is chaired by Andrew Freedman, a pre-eminent figure in shareholder-side activism advice, representing many of the most prolific activist investors and investment funds, as well as newly launched activist investment firms. Vice-chairs Elizabeth Gonzalez-Sussman and Ryan Nebel are further figures to note; Nebel excels in contentious and complex matters, and Gonzalez-Sussman has recently acted in unsolicited acquisitions and proxy campaigns for control. Shareholder activism pioneer and chair emeritus Steve Wolosky is another team member with vast experience, and Meagan Reda and Kenneth Mantel also stand out.

Practice head(s):

Andrew Freedman; Elizabeth Gonzalez-Sussman; Ryan Nebel


Other key lawyers:

Steve Wolosky; Meagan Reda; Kenneth Mantel


Key clients

Ancora Advisors, LLC


Bradley Radoff


Browning West LP


Elliott Investment Management L.P.


Engaged Capital LLC


Engine Capital LP


ETFS Capital Limited


Hestia Capital Management, LLC


Huffman Prairie Holdings, LLC


InTandem Capital Partners LLC


Kushner Companies LLC


Land & Buildings Investment Management, LLC


Legion Partners Asset Management, LLC


Lion Point Capital, LP


Macellum Advisors, LP


Marathon Partners Equity Management, LLC


Outerbridge Capital Management, LLC


Starboard Value LP


The Donerail Group LP


Velan Capital, L.P.


Work highlights


  • Advised Land & Buildings on electing one nominee to Apartment Investment and Management Co’s board in the first contested election under the SEC’s new universal proxy card voting rules.
  • Advised Hestia Capital on the first-ever control slate proxy contest to go to a vote under the SEC’s new universal proxy card voting regime at Pitney Bowes, electing four directors.
  • Advised Elliott on its campaign at Salesforce, leading to a collaborative outcome.

Paul Hastings LLP

Paul Hastings LLP bolstered its offering to boards in the area of shareholder activism with the hire of Sean Donahue, who joined its New York and Washington, DC offices from Goodwin in July 2023 to take on co-leadership of the department alongside New York-based Eduardo Gallardo. With partners at the helm who both have a strong focus on shareholder activism within their respective corporate law practices, the department has capability across the full range of matters in the area, including mergers with hostile activist backing, cooperative board changes, activist campaign defense, and proxy contests. Jon Kubek, who joined the New York office from Willkie Farr & Gallagher LLP in May 2023, and Brad Bondi in Washington, DC support the practice heads with corporate law and litigation expertise, respectively.

Practice head(s):

Sean Donahue; Eduardo Gallardo


Other key lawyers:

John Kubek; Brad Bondi


Key clients

AvantusKayne Anderson


Xponential Fitness


Masimo Corp.


American Outdoor Brands Inc.


NeuBase Therapeutics, Inc.


IEH Corporation


Quotient Technology, Inc.


WisdomTree, Inc.


Semler Scientific, Inc.


Work highlights


Paul, Weiss, Rifkind, Wharton & Garrison LLP

The ‘very consistent, high-caliber lawyers‘ in Paul, Weiss, Rifkind, Wharton & Garrison LLP‘s New York office are well versed in providing the full range of counsel to boards facing activist action from shareholders. Clients in this area include major multinationals in a plethora of industries and the team’s workload covers proxy contests, counsel through activist campaigns, and subsequent settlements. Scott A. Barshay is seen by one client as ‘the best activist defense lawyer in the USA‘ and his practice covers takeover defense, activism campaigns and proxy contests at the most prominent levels. Krishna Veeraraghavan, whose ‘impeccable legal knowledge differentiates him‘, is a key name for takeover defense, along with Kyle Seifried. Another senior figure is Jeffrey Marell, who has a diverse practice defending public companies and their boards against attacks.


Practice head(s):

Scott A. Barshay


Other key lawyers:

Jeffrey Marell; Krishna Veeraraghavan; Kyle Seifried


Testimonials

‘The collection of very consistent, high-caliber lawyers is unique. Very entrepreneurial feel and focused approach to their clients.’

‘Krishna Veeraraghavan’s business-oriented approach combined with his impeccable legal knowledge differentiates him from his peers and competitors.’

‘Single best activist practice going.’

‘Scott Barshay is the best activist defense lawyer in the USA. Able to drive settlements that should not be achievable based on the situation. Best judgment in the business. Scott does his own work and is all over the process.’

Key clients

Chevron Corporation


Dana Incoporated


Dave & Buster’s Entertainment


Exelixis


Goodyear Tire & Rubber Company


Masimo Corporation


McDonald’s


Ovinitiv


Suncor Energy


The board of directors of New York City REIT


Work highlights


Ropes & Gray LLP

Ropes & Gray LLP acts for a host of companies, investors and individual board members on shareholder activism issues. The team gives ongoing counsel on shareholder engagement, while also acting in proxy contests and pre-contest negotiations. The firm’s transactional department works closely with the shareholder activism practitioners to advise on issues relating to M&A. The Boston office is a key location for the practice group, housing department head Jeffrey Katz, who focuses on corporate governance and has a wealth of investment fund clients. Also in Boston, Paul Kinsella and Amy Roy are experienced lawyers to note, while more junior partner Tara Fisher is building shareholder activism experience in her transactional practice. Ariel Deckelbaum joined the firm’s New York office from Paul, Weiss, Rifkind, Wharton & Garrison LLP in March 2023, working alongside Martin Crisp and Jackie Cohen.

Practice head(s):

Jeffrey Katz


Other key lawyers:

Paul Kinsella; Amy Roy; Rob Skinner; Ariel Deckelbaum; Tara Fisher; Martin Crisp; Jackie Cohen


Key clients

Sculptor Capital


United States Commodity Funds


TravelCenters of America


Independent Trustees of Nuveen Floating Rate Income Fund


Paratek Pharmaceuticals


Skillsoft


CIRCOR


Novavax Inc.


Work highlights


  • Represented Sculptor Capital in its sale to Rithm Capital Corp. and engagement with shareholder Dan Och as well as a topping bid.
  • Represented Paratek Pharmaceuticals in M&A activism and in its $462m sale to healthcare fund Gurnet Point Capital and Novo Holdings.
  • Represented CIRCOR in its sale to KKR and engagement with a topping bid from Arcline Investment Management.

Schulte Roth & Zabel LLP

Appreciated for its ‘focus on precision, quality and effectiveness‘, the shareholder-side offering at Schulte Roth & Zabel LLP‘s New York office is one of the country’s standout, dedicated departments in the field. Beyond its expertise in core campaigns and filings, the practice includes leading practitioners for campaign strategizing, corporate governance, proxy rules, spin-offs and co-investments involving activists. The team also ensures close collaboration with its securities, litigation, tax, antitrust, and investment funds practices. Per one client, practice co-head Eleazer Kleinhas earned his reputation for being the most thoughtful and able lawyer working for shareholder activists‘. Overseeing the department alongside Klein is Marc Weingarten, whose varied practice encompasses shareholder activism as well as M&A and securities law. Adriana Schwartz is another key contact who is well regarded for her securities-focused advice to activist shareholders. January 2024 partner appointment Sean Brownridge has experience leading associate teams in some of the firm’s highest-profile matters, and Brandon Gold (based in Washington, DC) also stands out.

Practice head(s):

Eleazer Klein; Marc Weingarten


Other key lawyers:

Adriana Schwarz; Brandon Gold; Sean Brownridge


Testimonials

‘The most able and knowledgeable team that works for investors, with a focus on precision, quality and effectiveness.’

‘Eleazer Klein has earned his reputation for being the most thoughtful and able lawyer working for shareholder activists. Great instincts and knowledge.’

‘SRZ provides a complete service offering for hedge fund clients and they deliver all of those services as needed on a matter-by-matter basis. The shareholder activism practice is one of the most active on the Street and is the best provider given the experience and skill level of the practitioners in it – I have been working with them for more than 10 years. The team is also incredibly hardworking and always available.’

‘Ele Klein’s mastery of the rules, regulations and technical considerations of not just activism but all of the surrounding securities law issues is better than anyone else on the Street. He brings practical skill and insight from having so much deal and negotiating experience, but the overlay of his technical skill, and brilliant legal mind, delivers unparalleled advice and allows him to anticipate issues and to see around corners that ordinary people do not.’

‘Sean Brownridge is a standout star.’

Key clients

D. E. Shaw & Co.


Elliott Investment Management L.P.


Farallon Capital Management LLC


JANA Partners LLC


Politan Capital Management LP


Saba Capital Management, L.P.


Starboard Value LP


TCI Fund Management Limited


Trian Fund Management, L.P.


Voce Capital Management LLC


Work highlights


  • Advised Trian Fund Management on its $1bn investment in, and public campaign for change at, The Walt Disney Company.
  • Represented Starboard Value in its engagement with Salesforce, advising on various aspects, including securities law matters and Starboard’s negotiations with the company and its leadership.
  • Represented Politan Capital Management in its engagement with Masimo Corporation.

Sidley Austin LLP

Clients appreciate the ‘extremely nuanced‘ advice from the team at Sidley Austin LLP, which handles the gamut of shareholder activism matters for board members. One client dubs leadership duo Kai Liekefett and Derek Zabatwo of the best lawyers in America‘, lauded for ‘their ability to see around all dangerous corners and guide corporate strategy to the most successful outcome‘. Liekefett is based in New York and focuses exclusively on shareholder activism and takeover defense. In two decades of practice, he has worked in the UK, Germany, Hong Kong, and Japan, and is one of the most prolific advisors on proxy contests, including a high percentage of the market’s late-stage contests. Zaba, who is based at the Palo Alto office, also fully dedicates his practice to shareholder activism and has quickly established himself as one of the go-to lawyers in the field. Beth Berg (Chicago) is a senior figure with broad corporate law expertise, younger partners Leonard Wood (Houston) and Jessica Wood (New York) are also active in the shareholder activism space, and the New York office was further bolstered in January 2024 by the promotion to partner of Reuben Zaramian, who focuses on shareholder activism and corporate governance.

Practice head(s):

Kai Liekefett; Derek Zaba


Other key lawyers:

Leonard Wood; Jessica Wood; Beth Berg; Reuben Zaramian


Testimonials

‘Kai Liekefett and Derek Zaba are two of the best lawyers in America. Not only because of their knowledge of the law as it relates to shareholder activism, but also because their ability to see around all dangerous corners and guide corporate strategy to the most successful outcome is second to none.’

‘The advice from the Sidley team in managing shareholder activism issues is extremely nuanced, and their communications with me, other executive officers, and directors are top-notch: very responsive, at the appropriate level of detail, and delivered always with an eye toward the specific business issues we are facing and how that impacts both the advice and the timing of actions.’

‘Derek Zaba and Leonard Wood are very responsive and also helpful in creating a record of board action in case the activists take us down a different path than the one we’re trying to follow. They always have an eye toward anticipating litigation and a potential full-on proxy fight, while trying to avoid those outcomes.’

‘High-quality, tailored advice. Always available. They are part of the team, not only outside advisors.’

‘The team stand out for their skill, experience and practicality.’

Key clients

The New York Times Company


Nordstrom, Inc.


Emerson Electric Co.


Alkermes plc


Freshpet, Inc.


LivePerson, Inc.


Splunk, Inc.


Rogers Corporation


Texas Pacific Land Corporation


Pitney Bowes, Inc.


Purple Innovation, Inc.


Cutera, Inc.


Avantax, Inc.


Enhabit, Inc.


Global Net Lease, Inc./The Necessity Retail REIT


Warner Music Group Corp.


Fidelity National Information Services, Inc.


UBS Puerto Rico Family of Funds


On24, Inc.


Work highlights


  • Represented The New York Times Company in its defense against an activist campaign by celebrity activist hedge fund ValueAct Capital Partners.
  • Advised Freshpet in defense of a proxy contest launched by JANA Partners and related litigation.
  • Represented biopharmaceutical company Alkermes against activist hedge fund Sarissa Capital.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP‘s New York-based team acts in a range of major deals involving activist investors and also handles its share of proxy contests. Its client base includes bidders, targets, boards of directors, and financial advisors, and aside from transaction-related work, the team also supports clients with corporate governance, takeover preparedness and other corporate matters. Richard Grossman is the foremost name in the team in terms of specialism in this area, particularly with regard to proxy contests. He is often assisted by corporate and M&A partners Demetrius Warrick, Paul Schnell and Stephen Arcano.

Other key lawyers:

Richard Grossman; Demetrius Warwick; Stephen Arcano; Paul Schnell


Work highlights


Vinson & Elkins LLP

The broad shareholder activism practice at Vinson & Elkins LLP covers defense matters for clients across all industries and market capitalizations. Its capabilities encompass the full range of work in the area, including proxy contests, “just vote no” campaigns, hostile takeover attempts, merger contests, short attacks, and other activist challenges. Practice leaders Patrick Gadson and Lawrence Elbaum both have dedicated practices in shareholder activism, assisting with competitive proxy solicitations, strategic investor relations, and corporate governance. Elbaum is admired for his ‘great rapport with clients‘, and Gadson draws together complementary expertise across private equity, M&A, and shareholder activism. Supporting the practice heads are Anita Balasubramanian, Desiree Baca, and Brett Peace, who all have broad experience across corporate and securities law. Above named lawyers are all based in New York, save for Peace, who is at the Houston office.

Practice head(s):

Lawrence Elbaum; Patrick Gadson


Other key lawyers:

Anita Balasubramanian; Brett Peace; Desiree Baca


Testimonials

‘The V+E team has a unique level of experience in this field. They do more of this work and work on more live situations than any other firm.’

‘They are very collaborative and easy to work with productively.’

‘Lawrence Elbaum instantly builds great rapport with clients, and they get to know and trust him very quickly which is very important in this field.’

‘When the wine glass spills, my first call is to Lawrence Elbaum. His calm, analytical demeanor coupled with astute business acumen disguised as an attorney makes him my preferred business confidant. 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. 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. I enthusiastically endorse Lawrence Elbaum for his pristine track record of success, ethical leadership, and tireless efforts to solve client problems.’

‘Each member of our team was outstanding. Extremely responsive and knowledgeable. Always calm and strategic in their counsel.’

‘Great team who work well with board and management, always make themselves available, know their stuff, and deliver competitive, outside-the-box billing arrangements.’

‘Patrick Gadson and Laurence Elbaum are fantastic to work with. They work as a duo, and at least one was regularly available when needed, and they were able to quickly establish a rapport with directors and management. They provided helpful advice, including drawing on past experience on the other side of activist disputes, and were able to educate and advise in a helpful and efficient manner.’

‘Very strong team with deep insights into the dynamics, strategies and tactics of shareholder activism. Extremely pragmatic counsel that was both timely and insightful distinguished the team.’

Key clients

Devon Energy Corporation


ArcBest Corporation


LivePerson, Inc.


Aimia Inc.


Miller Industries, Inc.


Masimo Corporation


Sitio Royalties Corp.


Primo Water Corporation


Green Plains Inc.


First Foundation Inc.


Daktronics, Inc.


California Resources Corporation


Blackbaud, Inc.


Willkie Farr & Gallagher LLP

In its shareholder-side activism practice, Willkie Farr & Gallagher LLP represents investors who regularly engage in activist campaigns and proxy contests. It counts Third Point Capital among its key investor clients, and the practice’s recent slate of matters has included successful proxy contests for investment companies and individual shareholders. Seasoned litigator and litigation department chair Tariq Mundiya is a key contact for proxy contests and advises on both the shareholder and board sides of matters. He co-leads the department with Russell Leaf, a corporate governance and M&A expert who also has experience acting on either side of shareholder activism matters, and Robert Stebbins, whose corporate governance practice is particularly strong in SEC compliance and enforcement issues. Jared Fertman is a further key contact who has recently acted for a number of prominent activist investors in high-profile campaigns. All named lawyers are based in New York.

Practice head(s):

Robert Stebbins; Russell Leaf; Tariq Mundiya


Other key lawyers:

Jared Fertman


Testimonials

‘Few teams have the experience in shareholder activism that Willkie has. Their teeth have been sharpened through multiple successful shareholder campaigns, which is invaluable.’

‘Russell Leaf and Jared Fertman are bright, engaged and experienced. They have an appreciation for both the details and the big picture which is invaluable.’

Key clients

Elliott Management


Icahn Associates


Innoviva


New Mountain Vantage


Sarissa Capital Management


Third Point LLC


Xerox Holdings Corporation


Work highlights