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.
Recognized by The Legal 500 U.S. 2021 as Tier 1 in the “ M&A/Corporate and Commercial – Shareholder Activism: Advice to Boards” category
V&E’s Shareholder Activism Practice ranked Band 3 by Chambers USA 2021 for Corporate/M&A: Takeover Defense (New York)
Over the past six proxy seasons, FactSet, Refinitiv, and Activist Insight have credited our Shareholder Activism practice with over 150 activism campaign defense engagements – a margin of over 40 campaigns more than the number of engagements credited to the second-highest ranked law firm. Additionally, Chambers USA 2021 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. Notably, V&E is 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. Our practice received a No. 1 ranking by Bloomberg in its inaugural shareholder activism league table following the same criteria for the full year in 2019 and TheLegal 500 U.S. has ranked our Shareholder Activism practice among the top law firms from 2019 – 2021 in the “Shareholder Activism – Advice to Boards” category.
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.
Fiesta Restaurant Group in the defense of a threatened proxy fight by AREX Capital Management, LP
Primo Water in the defense of the activism campaign by Legion Partners Asset Management
Lumber Liquidators Holdings in the defense of the shareholder activism campaigns by F9 Investments and Rizzi Capital
FedNat Holding Company in the defense of the proxy fight by Capital Returns Management
First United Corporation in the defense of the proxy fights by Driver Management Company
Progenics Pharmaceuticals in the defense of the proxy fight by Altiva Management
Cadiz in the defense of the proxy fight by Water Asset Management
Hudson Global in the defense of the exempt solicitation by Cannell Capital
Amber Road in the defense of the proxy fight by Altai Capital Management
Arlo Technologies in the defense of the activism campaign by VIEX Capital
Denbury Resources in the defense of the activism campaign by Mangrove Partners against its merger with Penn Virginia
Nutrisystem in the defense of the activism campaign of Legion Partners
Sandridge Energy in its proxy contest defense against Carl Icahn and in the defense of the unsolicited bid of Midstates Petroleum
Comscore in defense of the activism campaign of Starboard Value
Ultra Petroleum in its proxy contest defense against Fir Tree Partners
Continental Grain in its activism campaign with D.E. Shaw against Bunge
Owens Realty Mortgage in its proxy contest defense against Hovde Capital Advisors and Opal Advisors
Blackwells Capital in its proxy contest against SuperValu
Matrix Service Company in its proxy contest defense against Engine Capital
Ruby Tuesday in connection with a threatened proxy contest by Engaged Capital
Fiesta Restaurant Group in its proxy contest defense against a dissident group led by JCP Investment Partnership