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

  • Latham & Watkins Earns #1 Rankings for 2020 Proxy Season Activism Defense - July 20, 2020
  • Latham & Watkins Ranked #1 for Activism Defense - July 21, 2019
  • Latham & Watkins Honored with Three Awards for Middle Market Deals - April 02, 2019
  • Chicago Corporate Partners Receive Emerging Leaders Award - June 27, 2018
  • Latham Ranked #1 for Activism Defense in Q1 2018 - April 30, 2018

Latham & Watkins is ranked in Tier 1 among law firms for Shareholder Activism: Advice to Boards.

– The Legal 500 2020 

#1 for US company defense work. 

FactSet H1 2020

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


Latham Earns #1 Rankings for 2020 Proxy Season Activism Defense Latham Advises e.l.f Beauty in Agreement with Marathon PartnersLatham & Watkins Advises Spok Holdings in Agreement with White Hat Capital Partners LP

Thought Leadership

Anticipating Activism: Implications for Your 2021 Annual Meeting of StockholdersConsiderations for REITs in Adopting a Poison Pill in Response to COVID-19Proactively Adopting a Poison Pill in Response to the COVID-19 Crisis