Sean DonahueSeanDonahue

Partner, Capital Markets

seandonahue@paulhastings.com

Washington, D.C.+1 202 551 1704

New York+1 212 318 6764

Sean Donahue is global chair of the Shareholder Activism & Takeover Defense practice and chair of the Public Company Advisory practice at Paul Hastings. Widely regarded as one of the country’s premier shareholder activism and takeover defense lawyers, Sean advises public company boards, special committees and management teams on their most significant shareholder activism, takeover defense and corporate governance matters. Under his leadership, the firm’s activism defense practice ranked #2 in FactSet’s shareholder activism defense league tables in 2024 and 2025 and currently ranks #2 year-to-date in 2026. He is based in the firm’s Washington, D.C. and New York offices.

Proxy Contests and Activist Campaigns

WisdomTree in its defense against a proxy contest by Lion Point Capital and ETFS Capital.
Semler Scientific in its defense against a threatened proxy contest by Eric Semler and William Chang.
American Outdoor Brands in its defense against a threatened proxy contest by Engine Capital and Voss Capital.
Yatra Online in its defense against a threatened proxy contest by MAK Capital and Maguire Investment Trust.
Aptevo Therapeutics in its defense against a proxy contest and unsolicited acquisition proposal by Tang Capital.
Olympus in its defense against a threatened proxy contest by ValueAct Capital.
Evergy in its defense against an activism campaign by Elliott Management.
Safeguard Scientifics in its defense against a proxy contest by Horton Capital Partners and Maplewood Partners.
Alaska Communications Systems Group in its defense against a proxy contest against Karen Singer and TAR Holdings.
athenahealth in its defense against an activism campaign by Elliott Management.
Tempur Sealy International in its defense against a threatened proxy contest by H Partners.
iMedia Brands in its defense against a threatened proxy contest by the Clinton Group.
RAIT Financial Trust in its defense against a proxy contest and unsolicited externalization proposal to take control of the REIT’s assets by Highland Capital.
Lifetime Brands in its defense against an unsolicited acquisition proposal by Mill Road Capital.
Financial Institutions in its defense against a proxy contest by Clover Partners.
Immersion in its defense against a threatened proxy contest by Eric Singer and VIEX Capital.
Support.com in its defense against a proxy contest by Eric Singer, Brad Radoff and Josh Schechter.
Vidler Water Resources in its defense against a special meeting demand and proxy contest by Leder Holdings and Central Square.
Datawatch in its defense against a campaign to withhold votes from directors by Potrero Capital.

Mergers & Acquisitions

L. B. Foster in its defense against a threatened proxy contest by Legion Partners.
Casella Waste Systems in its defense against a proxy contest by JCP Investment Management.
Perry Ellis International in its defense against a proxy contest by Legion Partners.
The Pep Boys – Manny, Moe & Jack in its defense against a proxy contest and unsolicited acquisition proposal by Carl Icahn and GAMCO.
Superior Industries International in its defense against a proxy contest by GAMCO.
Echo Therapeutics in its defense against a threatened proxy contest by Platinum Partners.
The Meet Group in its defense against a threatened proxy contest by Harvest Capital Strategies and Kanen Wealth Management.
SITO Mobile in its defense against a consent solicitation seeking control of its Board of Directors by Stephen Baksa.
Covisint in its defense against a threatened proxy contest by Dialectic Capital.
Masimo in its proxy contest defense against Politan Capital Management.
Cognyte Software in its defense against a proxy contest by Value Base.
Mitek Systems in its defense against an activist campaign by Hammana Partners.
A publicly traded life sciences company in its take-private acquisition by a financial buyer.
A publicly traded government contractor in its take-private acquisition by a financial buyer.
A publicly traded commercial-stage biopharmaceutical company in its sale to a global specialty pharmaceutical company structured as a public tender offer followed by a statutory merger.
A financial buyer in its take-private acquisition of a technology company that has a product portfolio that includes screen protection, mobile keyboards, power management solutions, social tech, and personal audio.
A publicly traded consumer goods company in its acquisition of a housewares company for consideration consisting of common stock and cash; obtained shareholder approval for the issuance of the common stock by the acquirer prior to the closing of the merger.
A publicly traded developer of enterprise applications in a two-step merger structured as a public tender offer followed by a statutory merger.
A publicly traded life sciences company in a two-step merger structured as a public tender offer followed by a statutory merger.
A Nasdaq-listed life sciences company The company in a $35 million equity line financing The company in a $50 million ATM financing
The company in a $35 million equity line financing
The company in a $50 million ATM financing
An NYSE-listed manufacturer of consumer and professional products The company in a $500 million public debt offering of senior notes The company in a $400 million public debt offering of senior notes The company in a $600 million public debt offering of senior notes The company in a $300 million public debt offering of senior notes
The company in a $500 million public debt offering of senior notes
The company in a $400 million public debt offering of senior notes
The company in a $600 million public debt offering of senior notes
The company in a $300 million public debt offering of senior notes
An NYSE-listed manufacturer of insulation, roofing, and fiberglass composites Underwriters in a $300 million public debt offering of senior notes Underwriters in a $450 million public green bond offering of senior notes and a concurrent cash tender offer for senior notes Underwriters in a $400 million public debt offering of senior notes Underwriters in a $600 million public debt offering of senior notes and a concurrent cash tender offer for senior notes Underwriters in a $400 million public debt offering of senior notes and a concurrent cash tender offer for senior notes
Underwriters in a $300 million public debt offering of senior notes
Underwriters in a $450 million public green bond offering of senior notes and a concurrent cash tender offer for senior notes
Underwriters in a $400 million public debt offering of senior notes
Underwriters in a $600 million public debt offering of senior notes and a concurrent cash tender offer for senior notes
Underwriters in a $400 million public debt offering of senior notes and a concurrent cash tender offer for senior notes
A formerly NYSE-listed real estate investment trust owning electric transmission assets Independent members of the board of directors in connection with an initial public offering of $460 million of common stock
Independent members of the board of directors in connection with an initial public offering of $460 million of common stock
A formerly NYSE-listed retail propane marketer The company in a $525 million public debt offering of senior notes and a concurrent cash tender offer for senior notes The company in a $700 million public debt offering of senior notes and a concurrent cash tender offer for senior notes The company in a $1.35 billion public debt offering of senior notes and a concurrent cash tender offer for senior notes The company in a $389 million public equity offering of common units The company in a $342 million public equity offering of common units The company in a $357 million public equity offering of common units The company in a $332 million public equity offering of common units and a concurrent cash tender offer for senior notes The company in a $1.55 billion public debt offering of senior notes The company in a $450 million public debt offering of senior notes and a concurrent cash tender offer for senior notes
The company in a $525 million public debt offering of senior notes and a concurrent cash tender offer for senior notes
The company in a $700 million public debt offering of senior notes and a concurrent cash tender offer for senior notes
The company in a $1.35 billion public debt offering of senior notes and a concurrent cash tender offer for senior notes
The company in a $389 million public equity offering of common units
The company in a $342 million public equity offering of common units
The company in a $357 million public equity offering of common units
The company in a $332 million public equity offering of common units and a concurrent cash tender offer for senior notes
The company in a $1.55 billion public debt offering of senior notes
The company in a $450 million public debt offering of senior notes and a concurrent cash tender offer for senior notes
An NYSE-listed natural gas distribution utility The company in its public offering of $150 million of secured medium term notes The company in its public offering of $140 million of secured medium term notes The company in its private offering of $50 million of senior notes The company in its public offering of $100 million of secured medium term notes The company in its public offering of $55 million of common stock
The company in its public offering of $150 million of secured medium term notes
The company in its public offering of $140 million of secured medium term notes
The company in its private offering of $50 million of senior notes
The company in its public offering of $100 million of secured medium term notes
The company in its public offering of $55 million of common stock
A formerly NYSE-listed global insurance company The company in a $600 million public debt offering of senior notes
The company in a $600 million public debt offering of senior notes
An NYSE-listed leading steel producer The company in a $400 million public debt offering of senior notes
The company in a $400 million public debt offering of senior notes
An NYSE-listed financial holding company The company in a $114 million public resale offering of its common stock The company in a $127 million public resale offering of its common stock The company in a $101 million public resale offering of its common stock The company in a $189 million public resale offering of its common stock The company in a public exchange offer of $44 million of common stock for preferred stock and a concurrent consent solicitation The company in a $37 million public rights offering of its common stock
The company in a $114 million public resale offering of its common stock
The company in a $127 million public resale offering of its common stock
The company in a $101 million public resale offering of its common stock
The company in a $189 million public resale offering of its common stock
The company in a public exchange offer of $44 million of common stock for preferred stock and a concurrent consent solicitation
The company in a $37 million public rights offering of its common stock
An SEC-registered natural gas distribution utility The company in a $150 million private debt offering of senior notes The company in a $400 million private debt offering of senior notes The company in a $175 million private debt offering of senior notes
The company in a $150 million private debt offering of senior notes
The company in a $400 million private debt offering of senior notes
The company in a $175 million private debt offering of senior notes
An SEC-registered electric utility The company in a $325 million public debt offering of senior notes The company in a $300 million public green bond offering of senior notes The company in a $350 million public debt offering of senior notes The company in a $300 million public debt offering of senior notes The company in a $300 million private debt offering of senior notes and a subsequent public exchange offer of senior notes
The company in a $325 million public debt offering of senior notes
The company in a $300 million public green bond offering of senior notes
The company in a $350 million public debt offering of senior notes
The company in a $300 million public debt offering of senior notes
The company in a $300 million private debt offering of senior notes and a subsequent public exchange offer of senior notes
A SPAC in a merger agreement for a business combination with an electric-vehicle technology startup.
A SPAC in a definitive business combination agreement with a global independent advisory firm.
A SPAC in connection with its more than $700 million business combination with an ecommerce platform for purchasing automobiles.
An SEC-registered electric utility in a $300 million public green bond offering of senior notes.
A leading lithium company in the private offering of $225 million convertible green bonds
Underwriters in a $450 million public green bond offering of senior notes for an NYSE-listed manufacturer of insulation, roofing and fiberglass composites.

Corporate/M&A: Takeover Defense
Chambers USA
Leading Lawyer in Shareholder Activism: Advice to Boards
Legal 500 US
500 Leading Dealmaker in America
Lawdragon
500 Global Leader in Crisis Management
Lawdragon

“Chapter 7: Earnings and Guidance Disclosure,” National Investor Relations Institute Standards, Co-author
June 2023
“A Preview of 2023 Annual Meeting Proxy Issues,” National Investor Relations Institute IR Update Winter 2023, Co-author
February 2023
“From Heavy Equipment to Cyber: 30 Years of MD&A Enforcement,” Insights: The Corporate & Securities Law Advisor, Co-author
NOVEMBER 1, 2022
“SEC Proposes Further Limitations on Proxy Statement Exclusion of Shareholder Proposals,” Corporate Governance Advisor, Co-author
AUGUST 1, 2022
“Jumpstarting the Next JOBS Act,” Reuters Legal News, Co-author
JULY 11, 2022
“California Law Requiring Female Directors on Public Company Boards Held Unconstitutional,” Insights: The Corporate & Securities Law Advisor, Co-author
JULY 1, 2022
“The SEC Revises Its Filing Fee Framework,” Insights: The Corporate & Securities Law Advisor, Co-author
APRIL 1, 2022
“SPAC Review and Preview: Tailwinds, Headwinds and Regulatory Landscape,” Insights: The Corporate & Securities Law Advisor, Co-author
MARCH 1, 2022
“New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules,” Corporate Governance Advisor, Co-author
JANUARY 1, 2022
“Environmental, Social, and Governance Issues: Key Considerations for Public Companies,” Insights: The Corporate & Securities Law Advisor, Co-author
DECEMBER 1, 2021
“ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal,” Corporate Governance Advisor, Co-author
NOVEMBER 1, 2021
“SEC Gives Insight On Climate Change Disclosure Expectations,” Corporate Secretary Magazine, Co-author
OCTOBER 5, 2021
“How to prepare for Nasdaq’s board diversity rules,” Corporate Secretary Magazine, Co-author
AUGUST 19, 2021
“SEC Releases Guidance on Disclosure Considerations for China-Based Issuers,” The CLS Blue Sky Blog: Columbia Law School''s Blog on Corporations and the Capital Markets, Co-author
DECEMBER 3, 2020
“Going Public Through A SPAC,” Insights: The Corporate & Securities Law Advisor, Co-author
November 2020
“The Impact of COVID-19 on Shareholder Activism,” Harvard Law School Forum on Corporate Governance, Co-author
APRIL 12, 2020
“The Misplaced Focus of the ISS Policy on NOL Poison Pills,” Harvard Law School Forum on Corporate Governance, Co-author
AUGUST 16, 2018
“Lessons Learned from CSX Corp. v. Children’s Investment Fund Management and Proposals for Reform,” 4 Brook. J. Corp. Fin. & Com. L. 221, Author
2010
“Section 162(m): Executive Compensation and the Implications of Revenue Ruling 2008-13,” 8 Appalachian J.L. 89, Author
2009
“Executive Compensation: The New Executive Compensation Rules Do Not Result in Complete Disclosure,” 13 Fordham J. Corp. & Fin. L. 59, Author
2008
“Hedge Fund Regulation: The Amended Investment Advisers Act Does Not Protect Investors from the Problems Created By Hedge Funds,” 55 Cleveland State Law Review 235, Author
2007

“New Cybersecurity Disclosure Scheme on the Horizon,” Society for Corporate Governance 2023 National Conference, Co-Presenter
JUNE 21, 2023
“Proxy Update: Emerging Issues and Perspectives”, Skytop Shareholder Activism Summit 2023, Co-presenter
FEBRUARY 2, 2023

“Shareholder Activism: Mock Proxy Fight,” NACD Capital Area Chapter, Co-Presenter
JANUARY 19, 2023
“Pay Versus Performance Rule: What to do Now,” Society for Corporate Governance Webinar, Co-Presenter
NOVEMBER 1, 2022
“Ask the Experts: Shareholder Activism,” NACD Summit 2022, Co-Presenter
OCTOBER 9, 2022
“ESG Activism in M&A,” American Bar Association 2022 Annual Meeting, Co-Presenter
SEPTEMBER 16, 2022
“Universal Proxy and ESG: The Perfect Storm,” Skytop Strategies Shareholder Activism ESG Super Summit, Co-Presenter
JUNE 17, 2022
“Shareholder Activism,” Women in the Boardroom, Virtual Presentation, Co-Presenter
MAY 20, 2021
“Regulatory Changes Impacting the Board Room," UCLA Anderson Executive Education Corporate Governance Program, Virtual Presentation, Co-Presenter
APRIL 29, 2021
“Key SEC Developments,” Center for Professional Education Seminar, Tysons Corner, Va., Co-Presenter
SEPTEMBER 18, 2017
“The Future of the Public Company Board: How the Threat of Activism Has Influenced Director Behavior,” Activist Investing in Canada, Toronto, Ontario, Co-Presenter
NOVEMBER 14, 2016
“How the National Election Results Will Impact Washington, D.C. and the SEC,” Houston Chapter of the Society for Corporate Governance, Houston, Texas, Co-Presenter
OCTOBER 12, 2016

Capital Markets

Capital Markets

Crisis Management

Crisis Management

Mergers & Acquisitions

Mergers & Acquisitions

Public Company Advisory

Public Company Advisory

SEC Enforcement Defense & Regulatory Counseling

SEC Enforcement Defense & Regulatory Counseling

Shareholder Activism & Takeover Defense

Shareholder Activism & Takeover Defense

Short Seller Defense

Short Seller Defense

Aerospace, Defense & Security

Aerospace, Defense & Security