What We Do

  • 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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Select Matters Handled by Our Lawyers

Our defense of publicly held companies in proxy contests and other activist campaigns includes the following:

  • 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

Our defense of publicly held companies in unsolicited takeovers includes the following:

  • A consumer goods company against an unsolicited acquisition proposal
  • A mortgage REIT against an unsolicited externalization proposal to take control of the REIT’s assets
  • An auto parts retailer against an unsolicited acquisition proposal

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