Activist shareholder campaigns and proxy contests are increasingly being used by investors to force management and strategic change at public companies. Poor returns due to soft and turbulent markets and differences between management and investors in strategic direction have increased the frequency of activist campaigns, exposing companies and their boards to potentially high-profile and often high-risk situations. The position of pubic companies in these circumstances has been exacerbated by changes in investor attitudes toward corporate governance issues, including the outcry over executive compensation and the publicity given to high-profile corporate failures. The dynamics will be further impacted by the SEC's newly adopted proxy access rules.
In direct response to the new structure of corporate governance and securities law, Cooley formed the Shareholder Activism Group - a multidisciplinary practice that helps clients assess their risk and navigate the challenging environment that they and their boards may face. Cooley's broad experience includes the representation of public companies and boards confronted with the tactics that shareholder activists often employ.
Our attorneys have broad experience with all areas relevant to activist campaigns including:
- proxy contests
- shareholder communications
- advance notice bylaw provisions
- takeover defenses, including poison pills
- internal investigations
- special committee representation
- related litigation
Cookie-cutter responses to activist campaigns do not work. We enlist firm professionals across a wide range of practices, including corporate governance, securities regulation, litigation and compensation and benefits to help clients assess conditions, formulate action plans and execute on them. We regularly team with outside professionals, including proxy solicitation and public relations firms, to provide seamless and effective client representation.
We strive to keep our clients informed on a proactive basis by hosting seminars on topical subjects, posting news briefs and issuing news alerts on recent developments.
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