Shareholder Activism & Takeover Defense

As shareholder activism becomes part of the corporate landscape, public companies and boards of directors are increasingly acknowledging the need to be prepared to respond and defend against activist shareholders and the disruption they bring to the operations of a company.

Our elite activism and takeover defense team has decades of experience in successfully defending attacks from hostile M&A bidders and activist shareholders. Our lawyers provide strategic and tactical advice to proactively address vulnerabilities and preempt shareholder challenges, or aggressively defend against an active campaign. We bring a cross-disciplinary solution to our clients with expertise in corporate governance, M&A, securities regulation and litigation.

We develop creative and aggressive solutions to respond to all phases of an activist campaigns.
Deep network of relationships with other strategic advisors, journalists, opinion-makers and regulators.
Decades of experience with full proxy contests – not just settlement of campaigns.
Our team has defended clients against virtually all major activists.
We advise boards and c-suites on best practice for refining strategies and evolving governance to strengthen their position and avoid activist pressure.
Our seasoned and trusted team guides clients throughout campaigns to help achieve the best outcome for the company, the board, and its shareholder.
We collaborate closely with other activism defense advisors including financial advisors, proxy solicitors and communications firms to prepare forceful responses.

Clients describe our activism defense team as “exceptionally thoughtful, pragmatic and knowledgeable” in Chambers USA, 2022.

Representative Deals

Advised LXP Industrial Trust with respect to activism (including nominating a partial slate and publicly making a hostile acquisition proposal) by Land & Buildings.
Advised Aerojet Rocketdyne’s independent director slate led by CEO Eileen Drake in its successful defense against a Board takeover attempt by the company’s executive chairman.
Advised Barnes & Noble Education on its renewed cooperation agreement with Outerbridge Capital Management LLC.
Advised Valaris Ltd. in the negotiation of a support agreement with Seatankers Group, which had accumulated about 5% of the Houston-based offshore drilling company.
Advised USA Technologies in defending against Hudson Executive Capital.
Advised Barnes & Noble Education in its successful defense against an unsolicited takeover bid launched by Bay Capital Finance.
Advised California Water Service Group in its $2 billion unsolicited interloper bid for SJW Group.
Advised The Williams Companies in connection with its response to a $49 billion unsolicited takeover offer from Energy Transfer LP.
Advised Marriott International, Inc. in its successful defense of a proposed $13.6 billion acquisition of Starwood Hotels & Resorts Worldwide against an interloper bid from a consortium led by China’s Anbang Insurance Group.
Advised DepoMed, Inc., in connection with its successful defense against a $3.3 billion unsolicited takeover offer from Horizon Pharma, including related proxy contest.
Advised Transatlantic Holdings, a reinsurance company, in its $3.4 billion merger with Alleghany Corporation, and successful defense against a hostile exchange offer commenced by Validus Holdings.