Activism

Combining the best of its corporate governance, takeover defense and proxy contest practices, Latham advises public companies regarding changes in their shareholder base and interactions with activist investors.

Why Latham

Threats to the long-term interests of shareholders take many forms. The recent and rapid rise of activist investors can be destabilizing to a company’s boardroom or long-term strategy. With careful planning and experienced counseling, management and boards can minimize the disruption of these shareholders.

Latham has worked with clients across industries and with a broad range of market capitalizations regarding:

  • Strategies to avoid targeting by activist shareholders
  • Planning for shareholder focus on annual meeting matters, ranging from board structure and governance to executive compensation
  • Review of ratings by proxy advisory firms, and compliance with their various policy mandates
  • Evaluation of specific threats posed by activist accumulations, including the potential for “13D campaigns,” submission of precatory proposals under Rule 14a-8, and removal and nomination of directors at annual or special meetings or action by written consent
  • Implementation of defenses such as rights plans, including those designed to address the threats posed by derivative share acquisitions by insurgent hedge funds

If the fight comes to a meeting, Latham’s corporate and litigation teams work closely with the client’s management, and financial, investor, and public relations advisors to bring the contest to a successful outcome for the company however that may be defined — be it a quick settlement to avoid disruption to the board’s broader agenda or a win at the annual meeting to assure continuity in the boardroom.

Awards & Rankings

  • Chicago Corporate Partners Receive Emerging Leaders Award - June 27, 2018
  • Latham Ranked #1 for Activism Defense in Q1 2018 - April 30, 2018
  • Latham Again Ranks Among “America’s Best Corporate Law Firms” - May 30, 2016
  • Firm Again Recognized as a Leading Innovator - December 10, 2015

Latham & Watkins is ranked #1 for Activism Defense by public US campaign count.

– FactSet Activism 
Scorecard Q1
2018

Media Coverage

Corporate Department of the Year: Corporate Governance - Latham & WatkinsActivists in the Boardroom: How to Prepare and Keep the Dialogue Productive Defenders Against Activist Attacks Redesign Their Armor

News

Chicago Corporate Partners Receive Emerging Leaders Award Latham Ranked #1 for Activism Defense in Q1 2018 Latham Again Ranks Among “America’s Best Corporate Law Firms”

Thought Leadership

Resources for BoardsLatham & Watkins LLP and RR Donnelley: 2018 Annual Meeting HandbookBoardroom Perspectives: Proxy Access – Preparing for the 2017 Proxy Season