Overview

Our firm has developed the premier practice in the United States in representing corporations against all forms of shareholder activism, including dissidents' efforts to seek board representation, de-stagger board composition, weaken antitakeover defenses and implement other special interest shareholder proposals.  We have recently represented many Fortune 500 and other companies in responding to shareholder activism, and have represented many of the largest U.S. companies in successfully negotiating non-public resolutions with the largest and best-known activist investors, including Carl Icahn, Starboard Value, Glenview Capital Management, GAMCO Asset Management and Trian Partners.  Our firm also represented the Business Roundtable and the U.S. Chamber of Commerce in their successful challenge of the SEC's "proxy access" rule, which would have required director candidates nominated by certain large shareholders be included in a company's proxy materials.

In responding to specific shareholder activism situations, we integrate our firm's exceptional understanding of securities regulation and corporate governance, M&A and litigation to bring targeted solutions to each of our clients.  Our multidisciplinary approach enables us to explore a full range of options for each activist situation, including potential regulatory and litigation remedies, aggressive proxy contests, or quick and effective engagement with the activist, if appropriate, to resolve a dispute before it becomes a public contest.

We also advise clients on an array of corporate governance-related matters that impact shareholder activism, including composition, procedures and responsibilities of boards and committees, analysis of director independence issues, fiduciary duty issues and D&O indemnification and insurance issues. We draw on our extensive experience in corporate governance matters to provide advice that integrates both current best practices and practical judgments to address complex situations that pose regulatory and liability risks. Our lawyers are active in developing and reviewing governance policies and have developed deep proficiency in preparing and tailoring the key governance documents responsive to the needs of our clients. 

Experience

Recent representations include:

  • Depomed, Inc. in responding to an activist campaign launched by Starboard Value.
  • Marvell Technology in connection with a negotiated settlement with Starboard Value.
  • Tenet Healthcare Corp. in connection with a negotiated settlement with Glenview Capital Management.
  • Towers Watson in connection with its $18 billion merger of equals with Willis Group, and related response to an activist campaign launched by Driehaus Capital Management.
  • Hewlett Packard in connection with a negotiated settlement with Relational Investors.
  • The Related Companies in their consent solicitation to remove the Board of Trustees of CommonWealth REIT, and related litigation.
  • Business Roundtable and The U.S. Chamber of Commerce, both petitioners, in their successful challenge of the SEC's "proxy access" rule, which would have required director candidates nominated by certain large shareholders be included in a company's proxy materials.
  • AOL in connection with its proxy contest with Starboard Value.
  • Zayo Group in its $2.2 billion acquisition of AboveNet, Inc., which was then subject to a proxy contest with Corvex Management.
  • Nabi Biopharmaceuticals in connection with a proxy contest initiated by Third Point, LLC.