Shareholder Activism & Takeover Defense
Shareholder activism has become part of the corporate landscape, and public companies and boards of directors increasingly acknowledge the need to be prepared to respond and defend against activist shareholders and the disruption they bring to the operations of a company.
Our activism and takeover defense team has decades of experience in successfully defending attacks from hostile M&A bidders and activist shareholders. Our lawyers provide strategic and tactical advice to proactively address vulnerabilities and preempt shareholder challenges, or aggressively defend against an active campaign. We bring a cross-disciplinary solution to our clients with expertise in corporate governance, M&A, securities regulation and litigation.
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We develop creative and aggressive solutions to respond to all phases of an activist campaigns.
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Deep network of relationships with other strategic advisors, journalists, opinion-makers and regulators.
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Decades of experience with full proxy contests – not just settlement of campaigns.
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Our team has defended clients against virtually all major activists and we know their "play books."
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We advise boards and c-suites on best practice for refining strategies and evolving governance to strengthen their position and avoid activist pressure.
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Our seasoned and trusted team guides clients throughout campaigns to help achieve the best outcome for the company, the board, and its shareholder.
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We collaborate closely with other activism defense advisors including financial advisors, proxy solicitors and communications firms to prepare forceful responses.
Clients describe our activism defense team as “exceptionally thoughtful, pragmatic and knowledgeable” in Chambers USA, 2022.
Representative Deals
LXP Industrial Trust
Activism, including nominating a partial slate and publicly making a hostile acquisition proposal, by Land & Buildings
Aerojet Rocketdyne
Independent director slate led by CEO Eileen Drake in its successful defense against a Board takeover attempt by the company’s executive chairman
Barnes & Noble Education
Successful defense against an unsolicited takeover bid launched by Bay Capital Finance
Barnes & Noble Education
Renewed cooperation agreement with Outerbridge Capital Management LLC (Outerbridge).
The Williams Companies
Response to an unsolicited takeover offer from Energy Transfer LP
Marriott International, Inc.
Successful defense of a proposed acquisition of Starwood Hotels & Resorts Worldwide against an interloper bid from a consortium led by China’s Anbang Insurance Group
DepoMed, Inc
Successful defense against an unsolicited takeover offer from Horizon Pharma, including related proxy contest
Transatlantic Holdings
Merger with Alleghany Corporation, and successful defense against a hostile exchange offer commenced by Validus Holdings
*Certain deals may have been undertaken by Paul Hastings partners in previous roles.
Recognitions
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Recognized for Corporate/M&A: Takeover Defense – Chambers USA, 2024
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Ranked No.1 for Shareholder Activism Defense in Q1 – FactSet, 2024
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Dealmaker of the Year – M&A, The American Lawyer, 2023
For our work on Aerojet Rocketdyne’s successful defense against a Board takeover attempt by the company’s executive chairman.
Contact Us
Partner and Co-Chair
Partner and Co-Chair
Partner
Related Practice Areas
Securities and Capital Markets
Partner, Litigation Department
Partner, Corporate Department
Partner, Corporate Department
Partner, Litigation Department
Partner, Litigation Department