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Shareholder Activism

AOL - Shareholder Activism

Vinson & Elkins’ Shareholder Activism Practice is the only one to secure a #1 ranking from both The Legal 500 U.S. and Chambers USA from 2022–2024

Shareholder activism is one of the toughest challenges a company can face, and Vinson & Elkins stands among the most trusted names in defending against it.

Regularly recognized among the best in the business, our accomplished Shareholder Activism practice represents companies of all sizes across all industries — drawing on deep knowledge and experience to deliver bespoke, sophisticated advice that positions our clients to achieve their goals.

Chambers USA: Corporate/M&A: Takeover Defense (New York), 2022–2024

The Legal 500 US: M&A/Corporate & Commercial – Shareholder Activism – Advise to Boards, 2019–2024

National Acclaim

Led by co-heads Lawrence Elbaum and Patrick Gadson, our practice has battled some of the world’s most powerful activist investors — and come out on top.

We’ve defended more campaigns than any other firm since 2015, and earned numerous awards and accolades for our work:

  • Nearly 300 campaigns defended over proxy seasons 2015–2023 — dozens more than the second-place firm (as credited by Refinitiv and Activist Insight)
  • Band 1 in the Chambers USA practice category “Corporate/M&A: Takeover Defense (New York),” 2022–2024
  • Tier 1 in The Legal 500 U.S. practice category “M&A/Corporate and Commercial – Shareholder Activism: Advice to Boards,” 2019–2024
  • Two leading practitioners (Elbaum and Gadson) in the Chambers USA practice category “Corporate/M&A: Takeover Defense (New York),” 2021–2024
  • #1 in Bloomberg’s Shareholder Activism League Table, 2019 and 2021

Client-focused Service

Our attorneys understand that no two companies face identical activism challenges, and believe that countering activists’ increasingly complex tactics requires daily attention — and a collaborative approach.

That’s why we engage closely with our clients, and consult frequently with practices across our firm and with our clients’ other service providers. Doing so enables us to identify our clients’ unique needs, evaluate the risks they face, and craft sound, thoughtful defense strategies.

Formidable activism campaigns can last for many months, and we work hand-in-hand with our clients every step of the way.

Extensive Experience

With extensive experience on both the company and activist sides, our practice knows both playbooks inside and out, and advises on nearly every type of matter under the ever-expanding activism umbrella:

  • We defend against a wide range of threats: proxy contests, vote-no campaigns, hostile takeover attempts, merger contests, short attacks, and more.
  • We guide companies in proactive peacetime preparation — by assessing and enhancing their organizational documents and governance practices, and by helping them strengthen their relationships with investors and proxy advisory firms, among other techniques.
  • We work with select investors on activism campaigns and strategic “white squire” investments in companies facing the threat of a hostile takeover.
  • We help companies recover activism preparation and defense costs under their directors and officers (D&O) insurance policies — a market-leading service pioneered by our practice.

  • Southwest Airlines in defense of the special meeting proxy fight of Elliott Management

  • Pitney Bowes Inc. in defense of the threatened proxy fight of Hestia Capital

  • Yelp Inc. in the defense of a shareholder activism campaign by TCS Capital Management

  • AGCO Corporation in defense of the activism campaign of Tractors and Farm Equipment Limited (TAFE)

  • Verisk Analytics, Inc. in defense of the shareholder activism campaign of D.E. Shaw & Co., L.P.

  • Green Plains Inc. in defense of the shareholder activism campaign of Ancora Advisors, LLC

  • Turtle Beach Corporation in defense of the proxy fight and unsolicited bid of The Donerail Group

  • The Special Committee of the Board of Directors of Velodyne Lidar in defense of the proxy fights by David and Marta Hall

  • Benefitfocus, Inc. in defense of the activism campaign of Indaba Capital Management, L.P.

  • Codorus Valley Bancorp, Inc. in defense of the proxy fight of Driver Management Co LLC

  • The Board of Directors of Republic First Bancorp, Inc. in defense of the proxy fights of Driver Management Co LLC and the Norcross Group

  • Comscore, Inc. in defense of the shareholder activism campaign of Starboard Value LP

  • Hilton Grand Vacations Inc. in defense of the activist investments of Land & Buildings Investment Management, LLC (2021) and Elliott Investment Management (2019)

  • Trecora Resources in defense of the proxy fight by Ortelius Advisors, L.P. and the activism campaign of Bradley L. Radoff

  • Primo Water Corporation in defense of the shareholder activism campaign by Legion Partners Asset Management

  • Universal Stainless & Alloy Products, Inc. in defense of the shareholder activism campaign by Privet Fund L.P.

  • Evolent Health in defense of the shareholder activism campaign of Engaged Capital

  • Nutrisystem, Inc. in defense of the shareholder activism campaign of Legion Partners Asset Management, LLC

  • Arlo Technologies, Inc. in defense of the shareholder activism campaign by Viex Capital Advisors, LLC

  • SunCoke Energy, Inc. in defense of the shareholder activist investments of Mangrove Capital Partners and Nokomis Capital, L.L.C.

  • Antero Resources Corporation in defense of the shareholder activism campaign by SailingStone Capital Partners LLC

  • The Special Committee of the Board of Directors of Adagio Therapeutics, Inc. in defense of the proxy fight by Mithril Capital Management LLC

  • eHealth, Inc. in defense of the proxy fight by Starboard Value LP and the shareholder activism campaign by Hudson Executive Capital LP

  • MiMedix Group in defense of the proxy fight and subsequent “vote no” campaign by Prescience Point Capital Management

  • Consumer Portfolio Services, Inc. in defense of the proxy fight by Black Diamond Capital Management LLC

  • Fiesta Restaurant Group, Inc. in defense of the proxy fights by AREX Capital Management, LP and JCP Investment Partners Ltd

  • Barrett Business Services, Inc. in defense of the proxy fight by Wayne King, Jr.

  • MVC Capital Inc. in defense of the proxy fight by Wynnefield Capital, Inc.

  • Continental Resources in defense against the short attack by Kynikos Associates LP

  • Paycom in defense against the short attack by Kerrisdale Capital Management LLC

  • Avery Dennison in defense against the short attack by Spruce Point Capital Management, LLC

  • Gamestop Corp. in defense against the short attacks by Citron Capital, LLC and Melvin Capital Management LP

  • Verint Systems in defense against the short attack by Spruce Point Capital Management, LLC

  • Enviva, Inc. in defense against the short attack by Blue Orca Capital LTD

  • EVgo Inc. in defense against the short attack by Fuzzy Panda

  • ProPetro Holding Corp. in defense against the short attack by Culper Capital Partners

  • eHealth, Inc. in defense of the proxy fight by Starboard Value LP and the shareholder activism campaign by Hudson Executive Capital LP

  • Core Labs in defense against the short attack by Greenlight Capital, Inc.

  • Genius Brands International, Inc. in defense against the short attacks by Hindenburg Research LLC and Citron Capital, LLC

  • Lexicon Pharmaceuticals, Inc. in defense against the short attack by Mako Capital LLC

  • HF Foods Group in defense against the short attack by Hindenburg Research LLC

  • Papa Murphy’s Holdings, Inc. in defense against the short attack by Long-Short Value

  • Ideanomics, Inc. in defense against the short attacks by Hindenburg Research LLC and J Capital Research Limited

  • The Board of Directors of Wrap Technologies, Inc. in defense against the short attack by White Diamond Capital LLC

  • Capstone Green Energy Corporation in defense against the short attack by White Diamond Capital LLC

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