Sean M. Donahue

Prior to joining Morgan Lewis, Sean served as an attorney-adviser with the US Securities and Exchange Commission (SEC) in the Division of Corporation Finance. While at the SEC, Sean worked on a number of transactional and securities compliance matters. He uses his extensive experience with SEC disclosure issues, particularly those relating to contested solicitations and contested M&A situations, to advise public companies in connection with responding to activist shareholder campaigns.

Proxy Contests and Activist Campaigns

• Counsel to a publicly-held incubator of technology-driven businesses in its defense against a possible proxy contest
• Counsel to a publicly-held telecommunication company in its defense against a possible proxy contest.
• Counsel to a publicly held mortgage REIT in its defense against a proxy contest.
• Counsel to a publicly held provider of social media mobile applications in its defense against a threatened proxy contest.
• Counsel to a publicly held regional bank in its defense against a threatened proxy contest.
• Counsel to a publicly held provider of cloud-based services for healthcare service providers in its defense against a possible activist campaign.
• Counsel to a large industrial manufacturer in its defense against a possible activist campaign.
• Counsel to a publicly held provider of mobile location-based marketing solutions in its defense against a proxy contest seeking control of its board of directors.
• Counsel to a publicly held provider of mobile location-based marketing solutions in its defense against a consent solicitation seeking control of its board of directors.
• Counsel to a publicly held provider of haptic technology solutions in its defense against a proxy contest.
• Counsel to a publicly held automobile industry software company in its defense against a proxy contest.
• Counsel to a publicly held software and services company in its defense against a proxy contest.
• Counsel to a publicly held regional bank in its defense against a proxy contest.
• Counsel to a publicly held investment holding company in its defense against a special meeting demand and proxy contest.
• Counsel to a publicly held software company in its defense against a campaign to withhold votes from directors.
• Counsel to a publicly held apparel manufacturer wholesaler and retailer in its defense against a proxy contest.
• Counsel to a publicly held automobile parts retailer in its defense against a proxy contest.
• Counsel to a publicly held automobile parts manufacturer in its defense against a proxy contest.
• Counsel to a publicly held waste management company in its defense against a proxy contest.
• Counsel to a publicly held biotechnology company in its defense against a proxy contest.

Unsolicited Takeovers

• Counsel to a publicly held consumer goods company in its defense against an unsolicited acquisition proposal.
• Counsel to a publicly held mortgage REIT in its defense against an unsolicited externalization proposal to take control of the REIT’s assets.
• Counsel to a publicly held automobile parts retailer in its defense against an unsolicited acquisition proposal.