February 28, 2018
The subject of shareholder engagement and activism rightfully continues to be the focus of discussion in boardrooms and in-house legal departments across the country. With no public company “too big” to be the subject of an activist intervention, it is imperative for corporations to proactively manage the risk of a disruptive activist campaign. Our team of experienced corporate, governance and litigation attorneys will be joined by proxy solicitation and public relations experts from Innisfree and Joele Frank to discuss the steps that corporations should be taking to prepare for the 2018 proxy season.
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Eduardo Gallardo is a partner in Gibson Dunn’s New York office. His practice focuses on mergers and acquisitions and corporate governance matters. Mr. Gallardo has extensive experience representing public and private acquirers and targets in connection with mergers, acquisitions and takeovers, both negotiated and contested. He has also represented public and private companies in connection with proxy contests, leveraged buyouts, spinoffs, divestitures, restructurings, recapitalizations, joint ventures and other complex corporate transactions. Mr. Gallardo also advises corporations, their boards of directors and special board committees in connection with corporate governance and compliance matters, shareholder activism, takeover preparedness and other corporate matters.
Brian Lutz is a partner in Gibson Dunn’s San Francisco and New York offices where he is Co-Chair of the Firm’s National Securities Litigation Practice Group. Mr. Lutz has experience in a wide range of complex commercial litigation, with an emphasis on corporate control contests, securities litigation, and shareholder actions alleging breaches of fiduciary duties. He represents public companies, private equity firms, investment banks and clients across a variety of industries, including bio-pharma, tech, finance, retail, health care, energy, accounting and insurance. Mr. Lutz has twice been named a Rising Star by Law360 in the Securities category—a distinction awarded annually to five attorneys nationwide under the age of 40. He also has been named a Leading Lawyer in M&A Defense by Legal 500. Mr. Lutz was named “Litigator of the Week” by AmLaw Litigation Daily (an American Lawyer publication) for his work in securing a rare preliminary injunction that prevented a hostile takeover attempt of the pharmaceutical company Depomed, Inc.
Lori Zyskowski is a partner in Gibson Dunn’s New York office where she is a member of the Firm’s Securities Regulation and Corporate Governance Practice Group. Ms. Zyskowski advises public companies and their boards of directors on a wide range of corporate law matters, including corporate governance, compliance with U.S. federal securities laws and the requirements of the major U.S. stock exchanges, and shareholder engagement and activism matters. She formerly served as Executive Counsel, Corporate, Securities & Finance at the General Electric Company, where she advised GE’s board of directors and senior management on corporate governance and securities law issues.
Matthew Sherman is President, a Partner and a founding member of JOELE FRANK, a leading strategic financial communications and investor relations firm. Mr. Sherman has more than 22 years of experience providing strategic corporate, financial and crisis communications counsel to Boards of Directors and executive leadership of public corporations and private equity firms involved in M&A, hostile takeovers, proxy contests, shareholder activism defense, spin-offs, reorganizations, financial restructurings, management changes, litigation, regulatory actions and a wide range of corporate crises.
Scott Winter is a Managing Director of Innisfree M&A Incorporated. Mr. Winter advises companies and investors on all aspects of shareholder engagement focusing on hostile and friendly acquisitions, shareholder activism, contested shareholder meetings, corporate governance, and other proxy solicitation matters. Mr. Winter has been involved in most of the significant U.S. hostile takeovers in the past decade as well as activism situations involving, among others, Barington, Corvex, Elliott Management, Engaged Capital, Icahn Associates, Land & Buildings, Lone Star Value, JANA Partners, Marcato, Pershing Square, SachemHead, Sandell, Starboard Value, Third Point, Trian, and ValueAct.