Sidley Austin LLP > Boston, United States > Firm Profile

Sidley Austin LLP
60 STATE STREET, 36TH STREET
BOSTON, MA 02109
MASSACHUSETTS
United States

M&A/corporate and commercial > Shareholder activism Tier 1

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

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.

Dispute resolution > Appellate: courts of appeals / Appellate: supreme courts (states and federal)

Dispute resolution > Product liability, mass tort and class action - defense: consumer products (including tobacco) Tier 3

Environment > Environment: transactional Tier 3

Finance > Structured finance: securitization Tier 3

Media, technology and telecoms > Cyber law (including data privacy and data protection) Tier 3

The privacy and cybersecurity team at Sidley Austin LLP leverages its data breach incident response experience to offer proactive breach counseling, compliance advice and support in government investigations. The Washington DC-based team is co-headed by David Lashway and Alan Charles Raul; Lashway is noted for his cybersecurity expertise, including crisis management, misinformation and trade secret theft, while Raul advises a range of tech, telecom, software and financial clients experiencing major cyber and privacy incidents, bolstered by his experience in government work. Colleen Theresa Brown is a go-to for litigation and regulatory defense, alongside assessing the privacy and cyber risk in data-heavy acquisitions. John Woods is recommended for cyber resilience advice and data governance matters. Sean Royall departed the team in August 2023.

Practice head(s):

David Lashway; Alan Charles Raul

Other key lawyers:

John Woods; Jennifer Seale; Jonathan Wilan; Colleen Theresa Brown

Key clients

ABB

AT&T

Fidelity family of companies

AutoZone

DXC Technology Co.

Hilton Worldwide

Palo Alto Network, Inc

Marriott International, Inc.

OneMain Holdings, Inc.

SES Space & Defense

Work highlights

  • Acting as outside privacy and cybersecurity counsel for numerous leading global clients.
  • Representing multiple clients on their exposure to the recent MOVEit data breach (a hydra-headed breach centered on a single American software maker compromising data at more than 600 organizations worldwide).
  • Serving as lead counsel to multinational industrial technology giant ABB on cybersecurity matters with respect to the investigation and response to a global ransomware matter impacting systems directly or indirectly associated with critical infrastructure in 130 countries.

Finance > Capital markets: equity offerings

Latin America: International firms > Corporate and M&A

Sidley Austin LLP is best known for cross-border M&A, fund formation and energy deals. With the launch of a Miami office and the arrival of Juan Delgado and a team from Morrison Foerster in July 2022, the firm is now a considerably more significant player in venture capital and emerging company transactions in the region – in part as a result of its appointment as a panel firm for SoftBank Latin America Fund. The firm continues to be active in Latin America fund formation, including growth capital and impact investment funds. It also remains prominent in oil and gas transactions in Brazil. In addition to Brazil, Mexico and Colombia are key jurisdictions for the practice – although it is also active in a number of other smaller markets in the region. New York partner Alyssa Grikscheit is a leading figure in fund formation in Latin America; while Boston partners Alexander Temel and Daniel S Rawner are noted for M&A and private equity. Miami-based managing associate Axel Miranda  is another key figure for venture capital and emerging company transactions. Since publication, Alexander Temel has moved to Paul Hastings LLP.

Practice head(s):

Alyssa Grikscheit

Testimonials

‘Sidley’s team accopmanied us through a sell-side process, where they participated in all phases of the project (from open bid, to closing). Their level of expertise in helping us guide the process was extraordinary. The process was particularly challenging, since we had multiple (3) jurisdictions, with multiple firms involved across several disciplines. Sidley acted as the head of counsel for all our advisors and helped us navigate the process from start to finish.’

‘Alexander Temel and Daniel Rawner are incredibly talented lawyers. They were very helpful in navigating the business side of things (negotiation). They always had a clear understanding of the implication of things and helped us a lot with our internal decision making process.’

Key clients

Darling Ingredients

Davidson Kempner Capital Management

Crescera Investimentos

China National Oil and Gas Exploration and Development Company

Napier Park Global Capital

SoftBank Latin America Fund

United Airlines Holdings

Univision Communications

Vinci Partners Investments

Work highlights

  • Advised Darling Ingredients on its agreement to buy Brazilian company, Gelnex, for $1.2bn in cash.
  • Advised Brazilian alternative assets manager, Crescera Capital on the formation of Crescera Growth Capital Fund V, a growth equity fund seeking commitments to invest in mid-market growth capital investments in Brazil.
  • Represented United Airlines in connection with its interests in Avianca Airlines.