Cooley LLP has a well-established shareholder activism practice advising public companies and boards on activism risk assessment, preparedness planning, and responses to activist campaigns. The team advises on board nomination contests, proxy fights, rights plan adoptions, and takeover defense situations, and assists management in navigating related governance disputes and crisis scenarios. The practice is led by Sean Brownridge, who has extensive experience defending against withhold campaigns, short seller attacks, and other activism-driven challenges. Bill Roegge combines M&A and corporate governance expertise with activism defense work, while Jamie Leigh is a key advisor to boards and special committees of major US and international companies on contested transactions and strategic response processes. The team maintains a strong focus on the life sciences and technology sectors.
Legal 500 Editorial commentary
Testimonials
Collated independently by Legal 500 research team.
- ‘The Cooley team is made up of top performers and is in a building phase, having recently hired two standouts, Sean Brownridge and Lucas Wherry. Their experience adds significant depth alongside Bill Roegge and builds on Cooley’s existing strength in life sciences and biopharma to create a formidable shareholder activism team.’
- ‘Sean Brownridge is a star in this space. He has worked on some of the largest campaigns on the offense for blue-chip activists such as Trian and Elliott. Thoughtful and strategic, his move to the defense side is a game changer.’
- ‘Bill Roegge has demonstrated his capabilities in multiple public campaigns. He is resilient, creative, and highly intelligent.’
- ‘Lucas Wherry is a strong addition. Trained at Olshan on the offense and later working both sides at Wilson Sonsini, he is personable and deeply knowledgeable about the industry. He understands which resources to deploy and which tactics to use, combining strategy and execution effectively.’
- ‘This practice stands out for the quality of its legal work and the strength of its partners. Clients receive clear, well-reasoned advice from lawyers who understand both the law and the commercial context.’
- ‘Sean Brownridge is exceptionally sharp, well prepared, and able to anticipate developments in a way that is uncommon. In one complex, high-stakes matter, he identified early how the opposing side was likely to proceed and how that could expose a weakness in our strategy. His insight led to a course correction that ultimately protected the client’s objectives.’
Key clients
- Dynavax Technologies Corporation
- Kezar Life Sciences
- Tempest Therapeutics
- Milestone Pharmaceuticals
- Cardlytics
- Heliogen
- IAA
- NETGEAR
- Mind Medicine
- Keros Therapeutics
Work highlights
Advised Eagle Pharmaceuticals, a fully integrated pharmaceutical company with research and development, clinical, manufacturing and commercial expertise, on the adoption of a limited duration stockholder rights plan and subsequent cooperation agreement with Nantahala Capital Management, a holder of approximately 38% of Eagle’s outstanding shares.
Advised Dynavax Technologies Corporation, a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, on its successful proxy contest against Deep Track Capital, which sought to replace four directors on Dynavax’s nine-member board. Stockholders elected all four of Dynavax’s nominees at its annual stockholder’s meeting.
Advised Keros Therapeutics, a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of disorders that are linked to dysfunctional signaling of the transforming growth factor-beta (“TGF-ß”) family of proteins, in connection with the review of strategic alternatives and the adoption of a limited-duration stockholder rights plan. Later, Keros announced an agreement to repurchase shares from ADAR1 Capital Management and Pontifax Venture Capital, in addition to a tender offer to repurchase up to $194 million of additional shares.
Lawyers
Next Generation Partners: Advice to boards
Junior partners with significant recognition from clients and peers in the market and key roles on multiple matters.
Practice head
Sean Brownridge
Other key lawyers
Bill Roegge; Jamie Leigh; Lucas Wherry