Shareholder Activism & Takeover Defense

As the number of shareholder activism campaigns regularly reaches record highs, Paul Hastings has become the go-to firm for supporting public companies and boards against increasingly sophisticated and aggressive tactics. Top ranked for Shareholder Activism and Takeover Defense in Chambers USA and Legal 500, Paul Hastings is one of the few law firms focused exclusively on corporate defense. We ranked No. 2 for most engagements in both 2024 and 2025.

Our Shareholder Activism & Takeover Defense team has decades of experience successfully defending companies from hostile M&A bidders, activist shareholders and short sellers. We provide strategic and tactical advice to proactively address vulnerabilities, preempt shareholder challenges and, if necessary, aggressively defend against an active campaign. We bring a cross-disciplinary solution to our clients, combining our experience in corporate governance, M&A, securities regulation and litigation to protect companies from the disruption activist campaigns bring to their operations and governance.

Why Clients Choose Us

• We develop creative and aggressive solutions to respond to all phases of activist campaigns.
• We leverage our deep network of relationships with other strategic and financial advisors, PR professionals, journalists, opinion-makers and regulators.
• We bring decades of experience with full proxy contests: From developing best practices for proactive defenses and responding to an activist’s initial approach through to settlement or, as necessary, a full-blown vote and any litigation that may arise.
• We have defended clients against all major activists and know their “playbooks.”
• We advise boards and c-suites on best practices for refining strategies and evolving governance and proactive defenses to strengthen their position and to avoid activist pressure.
• Our deep activism defense experience extends to operating companies and closed-end funds.

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Representative Matters

Norwegian Cruise Lines: Corporate defense against Elliot Investment Management.

Acelyrin: Successfully completed contested M&A transaction with Alumis.

Allied Gaming & Entertainment: Defense against a proxy contest by Knighthead Partners.

Cognyte: Successful defense against a proxy contest by Value Based.

Culp: Defense against an activism campaign by 22NW and entry into cooperation agreement with a two-year standstill.

Mitek: Defense against an activist campaign by Brad Radoff, Josh Schecter and Hammana Partners.

Neuphoria Therapeutics: Proxy contest and takeover defense against two directors nominated by Lynx1. Lynx1 withdrew its takeover bid and all its proposals were rejected.

Quotient: Board refreshment and settlement with Engaged Captial.

UniFirst: Activism defense against a slate of nominated directors proposed by dissident shareholders led by Engine.

WisdomTree: Defense against a proxy contest by Lion Point Capital and ETFS Capital.

Aerojet Rocketdyne: Successful defense of an independent director slate led by CEO Eileen Drake 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.
• Renewed cooperation agreement with Outerbridge Capital Management (Outerbridge).

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

Recognitions

• No. 2 for Company Defense, FactSet (2024-25)
• Band 2 – Corporate/M&A: Takeover Defense, Chambers USA
• No. 1 for Company 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.