SHAREHOLDER ACTIVISM

U.S. activist activity is running at a near-record level. According to FactSet, there were more activist campaigns announced against S&P 500 companies in 2014 than any other year since 2006.

With the increasing level of shareholder activism and contests for corporate control, clients have turned to attorneys in WSGR's corporate governance practice who have extensive experience advising on—and responding to—shareholder activist efforts.

The firm most frequently represents the boards of global enterprises, as well as special committees and executive management. We also represent private equity firms and investment banks in activist matters related to mergers and acquisitions. Our activist-related experience has involved enterprises from virtually every industry, but the firm has particular expertise in the technology, energy, and manufacturing sectors.

WSGR has been involved in more than 30 recent company representations in shareholder activist situations. In late 2014, FactSet/SharkRepellent ranked the firm among the top U.S. legal advisors for company defense in shareholder activist matters. Specifically, FactSet ranked WSGR No. 3 in its 2014 "Company Defense League Table," which ranks financial and legal advisors based upon the number of activist and unfriendly M&A situations in which firms have advised a targeted company.

A significant segment of our experience involves activism efforts initiated during the progression of landmark mergers and acquisitions. WSGR is consistently ranked among the country's leading M&A legal advisors based on the number of completed M&A transactions. The quantity of M&A deals in which the firm is involved has given our attorneys countless opportunities to advise clients engaged in business combinations on many activist-related matters.

We regularly advise companies on defense preparedness, including:

  • Structural defenses
  • Stand-alone business and operating strategies
  • Financial and strategic alternatives
  • Corporate communications

We also advise companies on shareholder relations and responses to shareholder proposals, including:

  • Executive compensation
  • Corporate governance
  • Capital structure
  • Director nominations

In addition, our shareholder activism experience includes:

  • Traditional takeover defense strategies, including poison pills
  • Contested bids
  • Activist shareholder campaigns
  • Shareholder proxy rights
  • Bylaws and governance strategies
  • Corporate compliance and related internal investigations
  • Shareholder litigation defense

WSGR's activist team works closely with other practices, drawing on the firm's experience in the areas of corporate governance, M&A, and executive compensation. They also partner with the firm's litigation practices, including our securities litigators, who help position clients favorably in response to aggressive activist efforts.

Representative Matters

The below list illustrates the types of clients we have represented in recent shareholder activist matters:

  • Advised Aviat Networks, Inc. in activist matters involving a threatened proxy contest by Lone Star Value Management
  • Advised Intevac, Inc. in activist matters involving a proxy contest by Voce Capital Management
  • Advised Juniper Networks, Inc. in activist matters involving a threatened proxy contest by Elliott Management
  • Advised Riverbed Technology, Inc. in a shareholder activist matters involving share accumulation and hostile takeover bids by Elliott Management
  • Advised ServiceSource International, Inc. in activist matters involving Altai Capital Management, the largest institutional shareholder of ServiceSource
  • Advised Netflix, Inc. in activist matters involving a takeover effort by Carl Icahn (Icahn Enterprises Holdings LP)