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Shareholder Activism

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Vinson & Elkins’ top-ranked Shareholder Activism practice leverages the experience of our top-tier Corporate, Securities, and Litigation practices to defend public companies facing the rising tide of shareholder activism. Our Shareholder Activism practice has deep experience defending high-profile activism campaigns brought by prolific activist investors, such as Starboard Value, Carl Icahn, Elliott Management, Engaged Capital, Jana Partners, Corvex Management and Legion Partners.

Vinson & Elkins is the only firm to secure a #1 ranking in both The Legal 500 U.S. and Chambers USA for our Shareholder Activism practice in 2022

“Band 1” for Chambers USA’s inaugural year for the practice category: Corporate/M&A: Takeover Defense (New York), 2022

“Tier 1” for The Legal 500 U.S. for the practice category: M&A/Corporate and Commercial – Shareholder Activism: Advice to Boards, 2019 – 2022

Over the past seven proxy seasons, FactSet, Refinitiv, and Activist Insight have credited our Shareholder Activism practice with over 250 activism campaign defense engagements – a margin of 75 campaigns more than the number of engagements credited to the second-highest ranked law firm. Chambers USA lists the leaders of V&E’s Shareholder Activism practice, Lawrence Elbaum and Patrick Gadson, as leading practitioners in its category for Corporate/M&A: Takeover Defense (New York). In 2022, Chambers USA ranked the Shareholder Activism Practice as “Band 1” in their inaugural year for the practice category Corporate/M&A: Takeover Defense (New York). V&E is still one of only four law firms in the world with more than one attorney included in Chambers USA’s prestigious ranking for Shareholder Activism defense, but more notably, Vinson & Elkins is the only firm to secure a #1 ranking in both The Legal 500 U.S. and Chambers USA for the Shareholder Activism practice in 2022. The Legal 500 U.S. ranked the Shareholder Activism practice among the top law firms from 2019 – 2022 in the “Shareholder Activism – Advice to Boards” category. Additionally, our practice received a No. 1 ranking by Bloomberg following the same criteria for the full year in its inaugural Shareholder Activism league table in 2019 and in 2021.

V&E’s Shareholder Activism practice represents public companies across all industries and market capitalizations by defending against a wide array of shareholder activism campaigns including proxy contests, vote no campaigns, hostile takeover attempts, merger contests, short attacks, and other activist challenges. In addition, one of our practice leaders previously spent several years at another leading law firm exclusively focusing on representing activists. As a result, our clients are able to leverage our extensive experiences with both the company-side’s and the activists’ playbooks to develop cutting-edge defense strategies. We also work with select investors on activism campaigns and strategic “white squire” investments in public companies facing shareholder activism threats.

Shareholder activism campaigns can last for many months and require daily attention to deal with activist tactics such as press releases, fight letters, SEC filings, regulatory relations, and litigation. Our practice utilizes an integrated approach to address our clients’ issues throughout campaigns, working closely and seamlessly with leading investment banks, boutique advisory firms, proxy solicitors, public relations firms, private investigators, among others.

Our Shareholder Activism practice also works with companies in times of “peace” to proactively prepare them for shareholder activism by assessing and enhancing their organizational documents and corporate governance practices, and providing counsel on strategic relations with institutional and retail investors and proxy advisory firms. Additionally, our Shareholder Activism practice has pioneered a market-leading skill in recovering activism preparation and defense costs under our clients’ D&O insurance policies.

We also proudly devote considerable time to increasing gender and ethnic diversity in boardrooms and management suites throughout corporate America through hosting conferences, roundtables and continuing education seminars in partnership with national organizations that promote these important causes.

  • Verisk Analytics, Inc. in defense of the shareholder activism campaign of D.E. Shaw & Co., L.P.

  • Green Plains Inc. in defense of the shareholder activism campaign of Ancora Advisors, LLC

  • Turtle Beach Corporation in defense of the proxy fight and unsolicited bid of The Donerail Group

  • The Special Committee of the Board of Directors of Velodyne Lidar in defense of the proxy fights by David and Marta Hall

  • Benefitfocus, Inc. in defense of the activism campaign of Indaba Capital Management, L.P.

  • Codorus Valley Bancorp, Inc. in defense of the proxy fight of Driver Management Co LLC

  • The Board of Directors of Republic First Bancorp, Inc. in defense of the proxy fights of Driver Management Co LLC and the Norcross Group

  • Comscore, Inc. in defense of the shareholder activism campaign of Starboard Value LP

  • Hilton Grand Vacations Inc. in defense of the activist investments of Land & Buildings Investment Management, LLC (2021) and Elliott Investment Management (2019)

  • Trecora Resources in defense of the proxy fight by Ortelius Advisors, L.P. and the activism campaign of Bradley L. Radoff

  • AGCO Corporation in defense of the activist investment of Tractors and Farm Equipment Limited

  • Primo Water Corporation in defense of the shareholder activism campaign by Legion Partners Asset Management

  • Universal Stainless & Alloy Products, Inc. in defense of the shareholder activism campaign by Privet Fund L.P.

  • Evolent Health in defense of the shareholder activism campaign of Engaged Capital

  • Nutrisystem, Inc. in defense of the shareholder activism campaign of Legion Partners Asset Management, LLC

  • Arlo Technologies, Inc. in defense of the shareholder activism campaign by Viex Capital Advisors, LLC

  • SunCoke Energy, Inc. in defense of the shareholder activist investments of Mangrove Capital Partners and Nokomis Capital, L.L.C.

  • Antero Resources Corporation in defense of the shareholder activism campaign by SailingStone Capital Partners LLC

  • The Special Committee of the Board of Directors of Adagio Therapeutics, Inc. in defense of the proxy fight by Mithril Capital Management LLC

  • eHealth, Inc. in defense of the proxy fight by Starboard Value LP and the shareholder activism campaign by Hudson Executive Capital LP

  • MiMedix Group in defense of the proxy fight and subsequent “vote no” campaign by Prescience Point Capital Management

  • Consumer Portfolio Services, Inc. in defense of the proxy fight by Black Diamond Capital Management LLC

  • Fiesta Restaurant Group, Inc. in defense of the proxy fights by AREX Capital Management, LP and JCP Investment Partners Ltd

  • Barrett Business Services, Inc. in defense of the proxy fight by Wayne King, Jr.

  • MVC Capital Inc. in defense of the proxy fight by Wynnefield Capital, Inc.

  • Continental Resources in defense against the short attack by Kynikos Associates LP

  • Paycom in defense against the short attack by Kerrisdale Capital Management LLC

  • Avery Dennison in defense against the short attack by Spruce Point Capital Management, LLC

  • Gamestop Corp. in defense against the short attacks by Citron Capital, LLC and Melvin Capital Management LP

  • Verint Systems in defense against the short attack by Spruce Point Capital Management, LLC

  • Enviva, Inc. in defense against the short attack by Blue Orca Capital LTD

  • EVgo Inc. in defense against the short attack by Fuzzy Panda

  • ProPetro Holding Corp. in defense against the short attack by Culper Capital Partners

  • eHealth, Inc. in defense of the proxy fight by Starboard Value LP and the shareholder activism campaign by Hudson Executive Capital LP

  • Core Labs in defense against the short attack by Greenlight Capital, Inc.

  • Genius Brands International, Inc. in defense against the short attacks by Hindenburg Research LLC and Citron Capital, LLC

  • Lexicon Pharmaceuticals, Inc. in defense against the short attack by Mako Capital LLC

  • HF Foods Group in defense against the short attack by Hindenburg Research LLC

  • Papa Murphy’s Holdings, Inc. in defense against the short attack by Long-Short Value

  • Ideanomics, Inc. in defense against the short attacks by Hindenburg Research LLC and J Capital Research Limited

  • The Board of Directors of Wrap Technologies, Inc. in defense against the short attack by White Diamond Capital LLC

  • Capstone Green Energy Corporation in defense against the short attack by White Diamond Capital LLC

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