SHAREHOLDER ACTIVISM

Shareholder activism in the U.S. remains a growing and prevalent threat to companies and boards of directors. In fact, Forbes recently reported that there were $45 billion in new activist campaigns during the first 10 months of 2017, nearly twice the amount for all of 2016.

With the increasing level of shareholder activism and contests for corporate control, clients have turned to attorneys in WSGR's corporate law and 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.

Consistent with the rise in activism campaigns, WSGR's attorneys have represented dozens of companies and other clients involved in shareholder activist-related situations. In fact, in recent years, dating back to 2014, FactSet/SharkRepellent ranked WSGR among the top U.S. legal advisors for company defense in shareholder activist matters. FactSet 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 responding to shareholder proposals, including:

  • executive compensation
  • corporate governance
  • capital structure
  • director nominations

Our shareholder activism experience also 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.