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Shareholder Activism

Vinson & Elkins’ Top-Ranked Shareholder Activism practice leverages the experience of our top-tier Corporate, Securities, and Litigation practices to defend companies facing the rising tide of shareholder activism.

Our Shareholder Activism practice represents public companies across all industries and market capitalizations in 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. Over the past five years, members of our practice have led over 150 activism campaign defense engagements. In addition, one of the leaders of our practice previously spent several years at one of the leading law firms focused exclusively 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 Shareholder Activism practice takes 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 “peace time,” preparing 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 prep and defense costs under our clients’ D&O insurance policies.

The Shareholder Activism practice has been ranked No. 1 by Activist Insight for the fifth consecutive year based upon the number of activism campaigns defended throughout the year by the 2020 Adviser Awards. The practice has also been ranked by Refinitiv and FactSet for four consecutive years as the top firm for shareholder activism defense for company and board representation based upon the number of activism campaigns defended in the full year rankings as of the end of 2019. Additionally the 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 was ranked by The Legal 500 U.S. 2019 in the Shareholder Activism – Advice to Boards category.

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.

Experience Highlights

  • 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 fight 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 proxy fight 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