Shareholder Activism

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.

Gibson Dunn has recently advised a broad range of corporate clients in activist situations and activism preparedness matters, including Hewlett Packard Enterprise, Trinity Industries, Tenet Healthcare Corp., Marvell Technology, Depomed, Inc. and Towers Watson.