Keith E. Gottfried is a sought-after advisor to public company boards and special committees in connection with shareholder activism, corporate governance and M&A matters. As the head of the firm’s nationally-recognized shareholder activism defense practice, Keith advises public companies based in the United States, Europe, and Asia on preparing for and/or responding to activist shareholders.
Over the course of a legal career that spans more than 25 years, Keith has advised on numerous high-profile proxy contests, special meeting demands, consent solicitations, and withhold vote/vote no campaigns, as well as unsolicited takeover offers and negotiated and contested M&A situations. Keith also advises public companies and their boards on strategies for making a company less vulnerable to activist shareholders, shareholder engagement, investor communications, corporate governance issues, board composition enhancement, and other board advisory matters.
Because activist campaigns closely resemble political campaigns, Keith also brings to clients the political insight he gained as a US Senate–confirmed high-level White House appointee in the administration of President George W. Bush. Frequently quoted by the national business media on shareholder activism and corporate governance matters, he publishes and presents regularly on shareholder activism and the strategies companies and boards of directors can apply to prepare for and respond to proxy contests and other shareholder activism campaigns.
Keith has been ranked by Chambers USA: America’s Leading Lawyers for Business since 2014 as a leading corporate/M&A lawyer in Washington, DC. In both 2018 and 2019, Keith was named by the National Association of Corporate Directors (NACD) to its list of Directorship 100 honorees, which recognizes the most influential people in the boardroom community, including directors, corporate governance experts, regulators, and advisors.
In 2005, President Bush nominated Keith, and the US Senate unanimously confirmed him, to serve as the 19th general counsel of the US Department of Housing and Urban Development (HUD). As HUD’s general counsel and chief legal officer, Keith interfaced with the White House and other cabinet agencies on regular basis and led a nationwide organization of approximately 700 employees, including close to 400 lawyers and 300 non-lawyers with headquarters in Washington, DC; 10 regional counsel offices; and close to 40 field counsel offices throughout the country. At the time, HUD’s Office of General Counsel had an annual budget of approximately $100 million.
Earlier in his career, Keith served as a top executive and general counsel at Borland Software Corporation, then a publicly traded leading enterprise software company in California’s Silicon Valley. Keith is also a past member of the Business Software Alliance’s Board of Directors, the leading trade association representing the US software industry.
Proxy Contests and Activist Campaigns
Unsolicited Takeovers
Selected in both 2018 and 2019 for inclusion to the National Association of Corporate Directors (NACD) Directorship 100, which recognizes the most influential people in the boardroom community, including directors, corporate governance experts, regulators, and advisors.
Ranked, Corporate/M&A & Private Equity, District of Columbia, Chambers USA (2014–2020)
Recommended, M&A/corporate and commercial: Shareholder activism: advice to boards, The Legal 500 US (2019, 2020)
Member, Society of Corporate Secretaries and Governance Professionals
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