Paul, Weiss offers a highly experienced shareholder activism defense practice. We help public companies and their boards prepare for, respond to and navigate activist share accumulations, settlements, proxy contests and other hostile campaigns by activist investors. We are deeply familiar with the activist investor playbook, whether the focus is changes to management or directors, a shift in strategy, return of capital, operational changes or pursuing a takeover, break-up or sale of a company. Importantly, we take a commercial, problem-solving and situation specific approach to assessing, advising on and implementing the best way forward.
Representative Engagements
- ADP in its successful proxy contest against Pershing Square Capital Management
- Argo Group in its successful proxy contest against Voce Capital Management
- Barnes & Noble in the adoption of its shareholder rights plan (upheld by the Delaware Chancery Court and the Delaware Supreme Court), and in the activist campaign by Sandell Asset Management
- BHP Billiton in the activist campaign by Elliott Management Corporation
- Chico’s FAS in its successful proxy contest against Barington Capital and in connection with unsolicited takeover offers from Sycamore Partners
- Commvault Systems in the activist campaigns by, and settlement agreements with, Elliott Management and Starboard Value
- Crown Castle in the activist campaign by Elliott Management and its successful proxy fight against Boots Capital
- Dana Incorporated in the share accumulation by, and settlement agreement with, Icahn Capital
- Emerson Electric in the activist campaign by D.E. Shaw to split Emerson’s industrial automation business from its climate technology business
- Etsy in connection with share accumulations by, and engagement with, Elliott Management
- Exelixis in its proxy contest against Farallon Capital Partners
- Goodyear in the activist campaign by Elliott Management
- Honeywell International in the activist campaign by Third Point
- Intel Corporation in the activist investment by Third Point
- McDonald’s in its successful proxy contest against Carl Icahn
- Merck & Co. in its successful acquisition of Acceleron Pharma after a challenge by Avoro Capital
- Ovintiv in the activist campaign by, and settlement agreement with, Kimmeridge Energy Management Company
- Red Robin Gourmet Burgers in connection with an unsolicited takeover offer from Vintage Capital Management, the adoption of its shareholder rights plan, its proxy contest against and settlement agreement with Vintage, and the activist campaign by VIEX Capital Advisors
- Starbucks Corporation in the activist campaign by Elliott Management and its successful proxy contest against the Strategic Organizing Center, a coalition of labor unions
- Suncor Energy in the activist campaign by, and settlement agreement with, Elliott Management
- The Board of Directors of Xerox Corporation in its plan to separate the company into two public companies, a document technology company and a business process outsourcing company, and its related agreement with Carl Icahn