Shareholder Activism & Takeover Defense

Shareholder activism has become part of the corporate landscape, and public companies and boards of directors increasingly acknowledge the need to be prepared to respond and defend against activist shareholders and the disruption they bring to the operations of a company.

Our 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 and we know their "play books."

  • 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

LXP Industrial Trust

Activism, including nominating a partial slate and publicly making a hostile acquisition proposal, by Land & Buildings

Aerojet Rocketdyne

Independent director slate led by CEO Eileen Drake in its successful defense against a Board takeover attempt by the company’s executive chairman

Barnes & Noble Education

Successful defense against an unsolicited takeover bid launched by Bay Capital Finance

Barnes & Noble Education

Renewed cooperation agreement with Outerbridge Capital Management LLC (Outerbridge).

The Williams Companies

Response to an unsolicited takeover offer from Energy Transfer LP

Marriott International, Inc.

Successful defense of a proposed acquisition of Starwood Hotels & Resorts Worldwide against an interloper bid from a consortium led by China’s Anbang Insurance Group

DepoMed, Inc

Successful defense against an unsolicited takeover offer from Horizon Pharma, including related proxy contest

Transatlantic Holdings

Merger with Alleghany Corporation, and successful defense against a hostile exchange offer commenced by Validus Holdings

*Certain deals may have been undertaken by Paul Hastings partners in previous roles.


  • Recognized for Corporate/M&A: Takeover Defense – Chambers USA, 2024

  • Ranked No.1 for Shareholder Activism Defense in Q1 – FactSet, 2024

  • Dealmaker of the Year – M&A, The American Lawyer, 2023
    For our work on Aerojet Rocketdyne’s successful defense against a Board takeover attempt by the company’s executive chairman.

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