Shareholder Activism & Takeover Defense

Assets under management for activist hedge funds are at an all-time high. Activist investors now pose threats to all public companies, no matter the size or industry. Our Shareholder Activism & Takeover Defense team has more than 30 years of experience in designing strategies to protect public companies of all types and sizes from activist attacks. We know all the players in this space—the activists, law firms, investment banks, proxy solicitors and PR firms. We have an intimate knowledge of activists’ tactics and the marketplace.

When advising billion dollar public companies against blue-chip, established activists such as Elliott and Starboard Value, we know what to expect as we have many successful defense campaigns to draw on as reference.

When dealing with less established activists who are much more aggressive and vocal in the press about their campaign, we calmly and efficiently assess the situation and provide clients with custom strategies through each specific challenge.

Given our unique skill set, we work with clients to design a defense strategy that fits the company’s needs – whether it’s reaching a quick advantageous settlement or winning a contested proxy contest.

We have experience negotiating all types of activist engagements, including board nominations, proxy contests and unsolicited, hostile takeover attempts. Our fully integrated team of lawyers—with experience across all industries from life sciences to technology to real estate—can augment existing counsel or step in directly to help companies negotiate a settlement quickly, or when necessary, aggressively fight to reach victory for our clients. When time cannot be wasted, we are fully prepared with the knowledge, insight, experience, data sets and contacts our clients need to reach a resolution quickly. Our defense work against three of the top ten activists in the past year alone speaks to our competence in this area. Clients can count on Goodwin for an experienced legal team when you need it most.

WORK FOR CLIENTS

• Representing Ritchie Bros. Auctioneers in connection with successfully obtaining shareholder approval of its $7.3 billion acquisition of IAA, Inc in a 2023 proxy contest against Luxor Capital.
• Successfully defended Mimecast, a cybersecurity company, in its 2022 $5.8 billion sale to Primera, against an unsolicited higher bid from Proofpoint.
• Represented Anika Therapeutics in a 2023 defense of an activist campaign by Caligan Partners, LP.
• Represented Leaf Group, a diversified consumer internet company, in several different activist campaigns over 2019 and 2020 and in its 2021 $323 million sale to Graham Holdings Group.
• Virtusa, a global provider of digital strategy, engineering, and IT services and solutions, turned to Goodwin’s Shareholder Activism and Public M&A team to help in its 2020 defense against the proxy contest launched by New Capital Vantage Advisors and in its 2021 $2 billion take private transaction.
• LaSalle Hotel Properties turned to Goodwin’s Shareholder Activism team in its 2018 defense against several activists and its $4.8 billion sale to Blackstone in the same year.