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Image: Sean Donahue

Sean Donahue

Partner, Corporate Department

Overview

Sean Donahue is Chair of the Public Company Advisory practice and Co-Chair of the Shareholder Activism & Takeover Defense practice of Paul Hastings, and he is based in the firm’s Washington, D.C. and New York offices. Drawing on his previous experience as an attorney in the SEC’s Division of Corporation Finance, his practice focuses on counseling public companies and their boards of directors on shareholder activism and takeover defense, mergers and acquisitions, capital markets transactions, securities regulation, and corporate governance matters.

Mr. Donahue spends a significant amount of his time advising public companies and their boards of directors on shareholder activism and takeover defense matters. He has been involved in hundreds of activism and takeover defense situations, including numerous high-profile proxy contests. Mr. Donahue has counseled boards of directors and management teams in navigating activist situations involving Elliott Management, Carl Icahn, Engaged Capital, Starboard Value, ValueAct, Lion Point Capital, Engine Capital, Voss Capital, Tang Capital, Highland Capital, Mill Road Capital, Legion Partners, JCP Investment Management, GAMCO, Eric Singer, Brad Radoff, Global Value Investment Corp., and Kanen Wealth Management, among others. He also has significant experience advising public companies in responding to short attacks.

Mr. Donahue serves as primary outside corporate and securities counsel to numerous public companies. In this role, he counsels clients on SEC reporting and corporate governance matters. Mr. Donahue advises clients in a diverse range of industries, market capitalizations, and geographies.

Mr. Donahue is recommended by The Legal 500 US for Shareholder Activism: Advice to Boards and Corporate Governance. Clients remark that he “is incredibly accessible and provides digestible and thoughtful advice. He understands the issues that are top-of-mind for in-house counsel and their stakeholders and really tailors his advice in a way that benefits the business.” 
 
Mr. Donahue is a member of the Federal Regulation of Securities Committee for the American Bar Association, where he serves as Chair of the Proxy Statements and Business Combinations Subcommittee, and the Corporate Governance Committee, where he serves as Co-Chair of the Shareholder Activism & Engagement Subcommittee. He is also a member of both the Securities Law Committee and Corporate Practices Committee of the Society for Corporate Governance. Mr. Donahue also serves on the Board of Directors of the National Investor Relations Institute’s Capital Area Chapter.

Prior to joining Paul Hastings, Mr. Donahue was a partner at another international law firm. He previously served as an attorney-adviser with the SEC in the Division of Corporation Finance. While at the SEC, Mr. Donahue worked on a number of transactional and securities compliance matters.

Recognitions

  • The Legal 500 US, Recommended for Shareholder Activism: Advice to Boards
  • The Legal 500 US, Recommended for Corporate Governance

Education

  • Georgetown University Law Center, LL.M. (with distinction), Securities and Financial Regulation, 2009
  • Cleveland Marshall College of Law, J.D. (cum laude), 2007
  • Cleveland State University, M.B.A. (summa cum laude), 2007
  • Duquesne University, B.S. (cum laude), 2004

Representations

Proxy Contests and Activist Campaigns

  • WisdomTree, Inc. in its defense against a proxy contest by Lion Point Capital and ETFS Capital
  • Semler Scientific, Inc. in its defense against a threatened proxy contest by Eric Semler and William Chang
  • American Outdoor Brands, Inc. in its defense against a threatened proxy contest by Engine Capital and Voss Capital
  • Yatra Online, Inc. in its defense against a threatened proxy contest by MAK Capital and Maguire Investment Trust
  • Aptevo Therapeutics Inc. in its defense against a proxy contest and unsolicited acquisition proposal by Tang Capital
  • Olympus Corporation in its defense against a threatened proxy contest by ValueAct Capital
  • Evergy, Inc. in its defense against an activism campaign by Elliott Management
  • Safeguard Scientifics, Inc. in its defense against a proxy contest by Horton Capital Partners and Maplewood Partners
  • Alaska Communications Systems Group, Inc. in its defense against a proxy contest against Karen Singer and TAR Holdings
  • athenahealth, Inc. in its defense against an activism campaign by Elliott Management
  • Tempur Sealy International, Inc. in its defense against a threatened proxy contest by H Partners
  • iMedia Brands, Inc. 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, Inc. in its defense against an unsolicited acquisition proposal by Mill Road Capital
  • Financial Institutions, Inc. in its defense against a proxy contest by Clover Partners
  • Immersion Corporation in its defense against a threatened proxy contest by Eric Singer and VIEX Capital
  • Support.com, Inc. in its defense against a proxy contest by Eric Singer, Brad Radoff and Josh Schechter
  • Vidler Water Resources, Inc. in its defense against a special meeting demand and proxy contest by Leder Holdings and Central Square
  • Datawatch Corporation in its defense against a campaign to withhold votes from directors by Potrero Capital
  • L. B. Foster Company in its defense against a threatened proxy contest by Legion Partners
  • Casella Waste Systems, Inc. in its defense against a proxy contest by JCP Investment Management
  • Perry Ellis International, Inc. 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, Inc. in its defense against a proxy contest by GAMCO
  • Echo Therapeutics, Inc. in its defense against a threatened proxy contest by Platinum Partners
  • The Meet Group, Inc. in its defense against a threatened proxy contest by Harvest Capital Strategies and Kanen Wealth Management
  • SITO Mobile, Ltd. in its defense against a consent solicitation seeking control of its Board of Directors by Stephen Baksa
  • Covisint Corporation in its defense against a threatened proxy contest by Dialectic Capital

Mergers & Acquisitions

  • 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

Capital Markets Transactions

  • A Nasdaq-listed life sciences company
    • 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
  • 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
  • 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
  • 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
  • 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
  • A formerly NYSE-listed global insurance company 
    • 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
  • 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
  • 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
  • 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

SPAC Transactions

  • 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

Green Bond Offerings

  • 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

Matters may have been completed before joining Paul Hastings.

    insights

    Engagement & Publications

    Mr. Donahue’s publications include:

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

    Mr. Donahue is also a frequent speaker on related topics.

    • Co-Presenter, “New Cybersecurity Disclosure Scheme on the Horizon”, Society for Corporate Governance 2023 National Conference, June 21, 2023
    • Co-Presenter, “Proxy Update: Emerging Issues and Perspectives”, Skytop Shareholder Activism Summit 2023, February 2, 2023
    • Co-Presenter, “Shareholder Activism: Mock Proxy Fight”, NACD Capital Area Chapter, January 19, 2023
    • Co-Presenter, “Pay Versus Performance Rule: What to do Now”, Society for Corporate Governance Webinar, November 1, 2022
    • Co-Presenter, “Ask the Experts: Shareholder Activism”, NACD Summit 2022, October 9, 2022
    • Co-Presenter, “ESG Activism in M&A”, American Bar Association 2022 Annual Meeting, September 16, 2022
    • Co-Presenter, “Universal Proxy and ESG: The Perfect Storm”, Skytop Strategies Shareholder Activism ESG Super Summit, June 17, 2022
    • Co-Presenter, “Shareholder Activism”, Women in the Boardroom, Virtual Presentation, May 20, 2021
    • Co-Presenter, “Regulatory Changes Impacting the Board Room, UCLA Anderson Executive Education Corporate Governance Program, Virtual Presentation, April 29, 2021
    • Co-Presenter, “Key SEC Developments,” Center for Professional Education Seminar, Tysons Corner, VA, September 18, 2017
    • Co-Presenter, “The Future of the Public Company Board: How the Threat of Activism Has Influenced Director Behavior,” Activist Investing in Canada, Toronto, Ontario, November 14, 2016
    • Co-Presenter, “How the National Election Results Will Impact Washington, D.C. and the SEC,” Houston Chapter of the Society for Corporate Governance, Houston, TX, October 12, 2016

    Practice Areas

    Securities and Capital Markets

    Mergers and Acquisitions

    Shareholder Activism & Takeover Defense

    SEC Enforcement Defense and Regulatory Counseling


    Languages

    English


    Admissions

    District of Columbia Bar

    New York Bar


    Education

    Georgetown University Law Center, LL.M. 2009

    Cleveland-Marshall College of Law / Cleveland State University, JD / MBA 2007

    Duquesne University, B.S. 2004


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