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Home > Our Services > Practices > Shareholder Activism Defense
Practices

  • Activism vulnerability assessment and mitigation
  • Activist investor engagement
  • Proxy contest, special meeting demand, and consent solicitation defense
  • Withhold and vote-no campaign defense
  • Shareholder inspection demand responses
  • Activist investor cooperation/settlement agreements
  • Unsolicited takeover bid defense
  • Shareholder rights plans (poison pills) and net operating loss (NOL) preservation plans
  • Corporate bylaw reviews and updates
  • Corporate governance reviews
  • Board composition assessments
  • Shareholder nomination and proposal responses 
  • Investor communications and messaging
  • “Fight” letters to shareholders
  • “Poison pen” letters to the US Securities and Exchange Commission (SEC) on activist investor’s Schedule 13D filings and proxy solicitation materials
  • Board fiduciary duties in responding to activist investors and unsolicited takeover bids
  • Director and officer indemnification reviews 
  • Shareholder profile analyses
  • Rule 14a-8 shareholder proposal responses and related SEC no-action requests 
  • Proxy advisory firm voting policy compliance
  • Strategies for communicating and meeting with proxy advisory firms
  • Institutional investor meetings
    • Scenario planning
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Our defense of publicly held companies in proxy contests and other activist campaigns includes the following:

  • A pharmaceutical company against a threatened proxy contest
  • A real estate investment trust (REIT) in a threatened proxy contest
  • A life sciences company against a threatened consent solicitation 
  • An industrial manufacturer against a threatened proxy contest
  • An auto parts retailer against a proxy contest
  • A telecommunications company against a proxy contest
  • An apparel company against a proxy contest
  • A mortgage REIT against a proxy contest
  • A regional bank against a proxy contest
  • A software company against a campaign to withhold votes from directors
  • A software company against a proxy contest
  • An auto parts manufacturer against sequential proxy contests
  • A life sciences company against a proxy contest
  • A life sciences company against a special meeting demand
  • A mobile applications company against a threatened proxy contest
  • A mobile location-based marketing company against a proxy contest
  • A mobile location-based marketing company against a consent solicitation
  • A haptic technology solutions company against a threatened proxy contest
  • An automobile industry software company against a proxy contest
  • A holding company against a special meeting demand
  • An investment holding company against a threatened proxy contest
  • An information technology services company against a proxy contest
  • A casual-dining chain against a threatened proxy contest
  • A solid-waste handling company against a proxy contest

セクター

  • Automotive & Mobility
  • Energy
  • Healthcare
  • Life Sciences
  • Retail & Ecommerce
  • Technology

地域

  • North America
  • Asia Pacific
  • Europe

News

Activist Settlements Ramp Up as Universal Proxy Era Begins, Agenda (2023/02/13)
Morgan Lewis Receives Top Rankings in The Legal 500 US 2021 Guide (2021/06/16)
The Legal 500 US 2020 Recognizes 67 Morgan Lewis Practices and 307 Lawyers (2020/06/25)
View All News

Publications

German Federal Court of Justice Strengthens Minimum Offer Price Rules Under German Securities Acquisitions and Takeover Act (2023/09/26)
Takeover Monitor: Current German Public Tender Offers 2023, Issue 3 (2023/08/28)
Takeover Monitor: Current German Public Tender Offers 2023, Issue 2 (2023/07/12)
Takeover Monitor: Current German Public Tender Offers (2023/05/05)
View All Publications
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