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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.

Carmen Lu Discusses Definitive Proxy Fights With The Deal

February 28, 2025

Corporate partner Carmen Lu spoke with The Deal on what definitive proxy battles mean for companies, activists and other investors. In “Proxy Battles Truly Begin at ‘Definitive,’” published on February 28, Carmen notes that most companies and activists that aim to go definitive, meaning that the SEC has reviewed and cleared each side’s preliminary proxy statements, do so “no later than six weeks before the [annual shareholder] meeting, beginning the solicitation process when companies engage directly with investors.”

Once definitive proxy statements are filed, the parties’ director candidates are finalized and proxy advisors will meet with the parties, Carmen notes. Definitive proxy statements also indicate that a company or activist is digging in. “The odds of the contest settling drop once definitive filings are made,” she says.

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