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.
Contact the Activism Practice
For more information, please email Activism@lw.com.